1 Terms, Copyright And Permissions
The following terms and conditions of use agreement (hereafter “Terms”) governs your use of our web site (hereafter “web site”). It is vitally important that you read the Terms carefully, as your use of the web site will automatically constitute your agreement to be legally bound by the terms and conditions set out herein. These Terms also govern your use or purchase of the products/services provided through or in connection with the web site (hereafter “services”). Each time you use our services, you acknowledge that you have read these Terms and agree to be legally bound by them. If you do not agree to be bound by these Terms, you may not use the web site(s) or the services provided by Company through its web site(s). This website is owned by Oversal Media (hereafter Company), a Company registered in England and Wales (Company number 08164721), whose registered office is at First Floor, 139 Marvels Lane, London, Greater London, SE12 9PP.
- The following words used in these Terms shall have the following meanings:
- “Personal Information” shall mean all data and/or information provided by and about user, including e-mail address, name, address, credit card, or other payment information, etc;
- “Company web site(s)” shall mean all web sites on which Company provides products and/or services.
- “Company user” shall mean all users of the Company web site(s) and services.
- “Company Products and services” shall mean all products and/or services provided directly by Company;
- 3rd Parties include all advertisers, partners and affiliate vendors that are included on, or linked to, the Company web site(s).
The Company web site(s) contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound and the entire content of the web site is copyrighted as a collective work under UK and International copyright laws. The Company owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law or these Terms, no copying, redistribution, retransmission, publication or commercial or non-commercial exploitation of downloaded material will be permitted without the express written permission of Company and the copyright owner. Elements of the web site are protected by trade dress, trademark, unfair competition and other laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. You are permitted to print and download extracts from this website for your own private use on the following basis: (1) No documents or related graphics on this website are modified in any way; (2) No graphics on this website are used separately from acCompanying text; and (3) Any of our copyright and trade mark notices and this permission notice appear in all copies. (4) Our logo is visible. (5) The documents (or access) may not be sold or offered for sale to third parties, whether in whole or in part. (6) You are permitted to use the documents which we supply to you for your own legitimate purposes.
2 Copyright Infringement
In accordance with UK and International law, any notifications of claimed copyright infringement should be sent to us immediately. Such notification can be sent by email using our contact form or by letter to: Oversal Media, First Floor, 139 Marvels Lane, London, Greater London, SE12 9PP.
3 Copyright Infringement – Digital Millennium Copyright Act
If operating in America: The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you are a copyright owner or an agent thereof and believe in good faith that materials hosted by Company infringe your copyright, you (or your agent) may send Company a notice requesting that the material be removed or access to it blocked by providing companies Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (1) A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online web site are covered by a single notification, a representative list of such works at that website; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Company to locate the material; (4) Information reasonably sufficient to permit the Company to contact you, such as a name, address, telephone number, and, if available, an e-mail address; (5) Statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and (6) Statement that the information in the notification is accurate, and under penalty of perjury, that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; Notices and counter-notices with respect to this website should be sent to : Oversal Media, First Floor, 139 Marvels Lane, London, Greater London, SE12 9PP. Company suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Any rights not expressly granted in these terms are reserved.
4 Obligations Of User
Use of all Oversal Websites, as described below, is prohibited. These descriptions are guidelines and are not intended to be exhaustive or all-inclusive.Illegal/Criminal Activity The Company web site(s) may not be used in connection with criminal or civil violations of state, federal, or international laws, regulations, or other government rules or requirements. Such violations include theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; and threats of physical harm or harassment. Security Violations : The Company web site(s) may not be used in connection with attempts, whether successful or not, to violate the security of a network, service, or other system. Examples of prohibited activities include hacking, cracking into, monitoring, or using systems without authorisation; scanning ports; conducting denial of service attacks; and distributing viruses or other harmful software. Basic Security : user is responsible for maintaining the basic security of its computer system and to prevent its use by others in a manner that violates these Terms. Examples include: improperly securing a mail server so others can use it to distribute spam; improperly securing an FTP server so that it may be used by others to illegally distribute licensed software or media content. user is responsible for taking corrective actions on vulnerable or exploited systems to prevent continued abuse. Threats : The Company web site(s) may not be used to transmit materials of a threatening nature, including threats of death or physical harm, harassment, libel, and defamation. Offensive materials : The Company web site(s) may not be used for the distribution of offensive materials, including obscene, pornographic, indecent, and hateful materials. Further, users agree to adhere to the following requirements: Comply with all laws, ordinances, statutes and applicable legislation and to respect all 3rd-party rights. In particular, user shall not: (1) Provide, post or otherwise distribute content which is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any 3rd party, is unreasonably harmful or offensive to any individual or community; (2) Use or post any pornographic materials or any content that violates any applicable legislation for the protection of minors; or advertise or promote, offer or distribute any pornographic product or products which do not comply with any applicable legislation for the protection of minors; (3) Unreasonably annoy (particularly with spam) any other user; (4) Use or post, without authorisation, any content protected by law (e.g. copyright, trademark, patent, utility patent, design patent or other intellectual property (IP) laws), or advertise, promote, offer or distribute any goods or services protected by law; (5) Use, post or promote any commercial practices considered unfair competition, including progressive customer acquisition practices (such as chain distribution systems, Ponzi schemes, illegal multi-level selling or pyramid sales). You may not provide, post or otherwise distribute, user content that: (1) Contains vulgar, profane, abusive, racist or hateful language or expressions, epithets or slurs, text, photographs, videos or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature; (2) Discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law or moral standards; (3) Violates or encourages the violation of any municipal, state, provincial, federal or international law, rule, regulation or ordinance; (4) Interferes with any user is uninterrupted use of the Company website; (5) Advertises, promotes or offers to trade any goods or services; (6) Uploads or transmits viruses or other harmful, disruptive or destructive files, material or code; (7) Disrupts, interferes with, or otherwise harms or violates the security of the Company web site(s) or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Company web site(s); (8) “Flames” any individual or entity (e.g. sends repeated messages related to another user and/or makes derogatory or offensive comments about another user or individual), or repeats prior posting of the same message under multiple threads or subjects. Warning: any violation of these posting rules that involves criminal conduct of any kind will be referred to law enforcement authorities upon notice received by Company. It is your responsibility to determine that your input into our site, including use of any chat room areas of our site, including your choice of your user name, conforms to the above conditions. If you notice any content which breaches these conditions, please notify us by email using our contact form. Spam: Spam is an unacceptable use of the Company web site(s). Spam includes any of the following activities: (1) Posting a single message or messages similar in content, to more than five (5) online forums or newsgroups and posting messages to online forums or newsgroups that violate their rules. (2) Collecting responses from unsolicited e-mail. (3) Sending any unsolicited e-mail that could be expected, in companies opinion, to provoke complaints. (4) Sending e-mail with charity requests, petitions for signatures, or any chainmail-related materials. (5) Sending bulk e-mail without identifying in the e-mail a clear and easy means to be excluded from receiving additional e-mail from the originator of the e-mail. NOTE: The inclusion of an opt-out clause does not necessarily legitimise sending unsolicited e-mail. (6) Sending e-mail that does not accurately identify the sender, the sender’s return address, and the e-mail address of origin. (7) Using Company facilities to violate what could reasonably be considered a violation of another internet Service Provider’s (ISP) acceptable use policy and/or terms of service. user is further prohibited from the following activities: (1) Employing any mechanisms, software or scripts when using the Company web site(s). However, the user may use the interfaces or software provided by Company within the scope of the services available on our web site and in accordance with these Terms; (2) Blocking, overwriting, modifying and copying of any contents of the Company web site(s). (3) Distributing or publicly disclosing the contents of the web site or any of its terms, without written permission from Company, or (4) Performing any actions that may impair the operability of the Company web site(s) infrastructure, particularly actions that may overload said infrastructure, servers, bandwidth or other equipment or software. Indirect Access: A violation of these Terms by someone having only indirect access to the Company web site(s) through a user, will be considered a violation, whether or not with user is knowledge or consent.
5 Description And Price Of Goods
We have taken care to describe and show items as accurately as possible. Despite this, slight variations in items may occur. We provide you with product information on all Oversal websites. If there is anything which you do not understand, or if you wish to obtain further information, please contact us using our contact form. Product images are for illustrative purposes only and may differ from the actual product. We make every effort to ensure that the pricing displayed on our website is correct. However, if an error in the pricing of a product is found we reserve the right to either cancel your order or contact you to arrange payment of any extra sum due or refund any over-payment made by you (as applicable). We reserve the right to alter all product pricing without notice.
Payment can be made by any of the options advertised on our website. In case of downloadable and physical products sales, payment shall be due before delivery or download. If payment fails your order will be cancelled. There will be no delivery or download until clear funds have been received. Payment online: To ensure that your credit and debit card is not being used without your consent, we will validate name, address and other personal information supplied by you. By accepting these terms and conditions you consent to such checks being made. In performing these checks personal information provided by you (may) be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. During security checks we (may) ask for additional information or documentation to help support the data you supplied. Please be aware that if you are using Paypal as your payment method we reserve the right to not ship to unconfirmed addresses.
7 Placing An Order
You are deemed to place an order with us by ordering via our online checkout process. As part of our checkout process you will be given the opportunity to check your order and to correct any errors. We will send you an order acknowledgement, detailing the products you have ordered. Our acceptance of an order takes place when we send you confirmation by email. Product items not included within the dispatch email are not included in the order and contract between you and us. We may refuse in our discretion to accept an order: (1) If there has been a pricing or product description error; or (2) Where we cannot obtain authorisation for your payment; (3) If you do not meet any eligibility criteria set out in our terms and conditions. (4) If there is a reasonable suspicion of a fraud being committed. Where we do not accept your order but have processed your payment, we will re-credit your account with any amount deducted by us from your debit or credit card as soon as possible, but in any event within days of your order, usually within fourteen (14) days. We will not be obliged to pay any additional amount as compensation for disappointment. You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods from our sites. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.
8 Cancellation Rights And Refunds
No right of cancellation exists under The Consumer Protection (Distance Selling) Regulations 2000 for downloaded goods, electronic or soft-copy goods to which you, the customer has instant access to or use of. Refunds will not be given where we are unable to replicate the issue or the issue stems from the user or their equipment.
9 Refund Policy
If you are eligible for a refund, we will refund you back to the payment method you used when you originally paid for your order. Please note: It is your responsibility to notify us of any changes to your card details i.e. you no longer have that account. Refunds can take up to fourteen (14) days to process.
10 Limitation Of Liability
Oversal Media will not be liable to you for any loss or damage in circumstances where: (1) There is no breach of a legal duty owed to you from us (Oversal Media); (2) There is a breach of legal duty owed to you by a 3rd party supplier or by its employees or agents; (3) Such loss or damage is not a reasonably foreseeable result of any such breach; (4) Any increase in loss or damage resulting from breach by you of any term of this contract. Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
11 Links To And From Other Websites
Links to third party websites on this website are provided solely for your convenience. If you use these links, you leave this website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this website, you do so entirely at your own risk.
12 User Agreement
On occasion, a product or service offered by advertisers on companies web site may not be available at the time or at the price listed. In such event, or in the event a product or service is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of availability, or error in pricing or product or service information received from our advertisers or other user, user agrees that Company is not responsible for such errors or discrepancies and that user is only course of action is to contact the appropriate advertiser or other user.
14 Success Of Your Business Or Earnings
What user derives from use of Oversal Media products/services/information depends upon user is commitment to, and effort in, applying the information. Oversal Media does not represent, warrant or guarantee that user will achieve any particular results in business as a result of purchasing and using Oversal Media products/services/information. user acknowledges that the success of user is business depends on user is skills, effort and commitment.
15 Intellectual Property
All materials (including the organisation and presentation of such material) on this Web site are the property of Oversal Media and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights. Unless you have entered into a separate agreement with Oversal Media, such as a Royalty Free License agreement, any other use of these materials without Oversal Media’s written permission is prohibited. The materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the materials are not modified and that copyright and other intellectual property notices are not deleted, and Oversal logo visible. You may not create derivative works from or otherwise exploit the materials in any way.
Oversal Media regularly sends out a newsletter(s) and/or other informational emails (collectively referred to as “Newsletters”) or “Oversal Newsletters”) to all users. In these Newsletters, we may inform you about new services, features or products. user may choose to unsubscribe from the Newsletter at any time using the unsubscribe option at the bottom of our emails, or by writing to us using our contact form.
17 Resale Violations General
The resale of Company products and services is not permitted, unless expressly permitted by these Terms or in a separate written agreement. Violations of these Terms may result in immediate suspension or termination of your account and our services to you, immediate temporary or permanent filtering, blocked access or other action appropriate to the violation, as determined by Company, in its sole discretion. When feasible, it is companies preference to give notice so that violations may be addressed voluntarily, however, we reserve the right to act without notice, when necessary, as determined by Company in its sole discretion. Company may involve, and will cooperate with, law enforcement, if criminal activity is suspected. Violators may also be subject to civil or criminal liability under applicable law. Refunds or credits are not issued in connection with actions taken for violations of these Terms. In addition, these policies apply to any email or content transmitted by user, or on your behalf, that uses a Company account as a mailbox for responses or promotes content, hosted or transmitted, using Company facilities, or that indicates, in any way, that Company was involved in the transmission of such email or content.
18 Uses And Other Policies
(1) When using our services, user warrants and represents that all of the data provided by you is accurate and complete. user shall report any modifications in the data to the Company web site(s), immediately upon any changes occurring. (2) user shall not be allowed to have multiple accounts. You may only establish one (1) user account. If Company determines that user has established more than one (1) account, further use of our web site may be suspended or terminated, subject to the sole discretion of Company. (3) user warrants and represents that they are of legal age (18 or older) to use our web site, at their time of use, or that they are a legal entity, created by operation of law. (4) user may print a single copy of any portion of the content solely for personal, non-commercial use, provided they do not remove any trademark, copyright or other notice from such content. (5) Requests to use Company content for any purpose other than as permitted in these Terms shall be directed to Company using our contact form (6) Company shall not be liable for user interactions with any 3rd parties, businesses and/or individuals found on the Company web site(s) or through the services provided. This includes, but is not limited to, payment and delivery of services, and any other terms, conditions, warranties or representations associated with such dealings. These dealings are solely between user and such 3rd parties, businesses and/or individuals. user understands and agrees that Company is not responsible for any damage or loss incurred as a result of any such dealings. Company is under no obligation to become involved in disputes between users of our web site, or between users on our web site and any 3rd-party. In the event of a dispute, user agrees to release Company its officers, employees, agents and successors in rights, from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
Oversal, Oversal Media, Oversal Photography, Oversal Web Design, Oversal Design, Pixploitation, Since and Forever, Grand Art Show and any other product or service name or slogan contained in any of our site(s) are trademarks of Oversal Media and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Oversal Media or the applicable trademark holder. You may not use meta tags or any other “hidden text” utilising “Oversal Media” or any other name, trademark or product or service name of Oversal Media without our prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Oversal Media and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Company names or logos mentioned in the Site are the property of their respective owners.
20 User Forums, Content, And Participation – Data Protection
21 Privacy And Rights To Content Use
22 Unsolicited Idea Submission Policy
Company and its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send us any original creative artwork, samples, demos or other works. The sole purpose of this policy is to avoid potential misunderstanding or disputes when companies products or marketing strategies might seem similar to ideas submitted to us by others. We ask that you do not send your unsolicited ideas to Company or any individual at Company. If, despite our request that you not send us your ideas and materials, you still send them, please understand that Company makes no assurances that your ideas and materials will be treated as confidential or proprietary.
To register with any of Oversal websites you must be at least 18 years of age. Each registration is for a single user only, whether or not acting on behalf of a Company or other organisation. We do not permit you to share your user name and password with any other person nor with multiple users on a network. user must complete the registration process by providing Company with current, complete and accurate information as prompted by the applicable registration form. user also will choose a password and a user name. Responsibility for the security of any passwords issued rests with you and if you know or suspect that someone else knows your password, you should contact us immediately. user is entirely responsible for maintaining the confidentiality of any password and account information. Furthermore, user is entirely responsible for any and all activities that occur under its account. user agrees to notify Company immediately of any unauthorised use of their account or any other breach of security. Company will not be liable for any loss that may incur as a result of someone else using user is password or account, either with or without their knowledge. However, user could be held liable for losses incurred by Company or another party due to someone else using their account or password. We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these terms and conditions. We may deny access to any user, at any time, and for any reason. In addition, Company may, at any time, transfer rights and obligations under these Terms to any current or future Company subsidiary or business unit, or any companies or divisions or any entity that acquires Company or any of its assets.
24 Currency Of Web Site
Oversal Media updates the information on this Web site regularly. However, Oversal Media cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Web site. Oversal Media may revise, supplement or delete information, services and/or the resources contained in the Web site and reserves the right to make such changes without prior notification to past, current or prospective visitors.
While the Company uses reasonable efforts to include accurate and up-to-date information, the Company specifically disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in any and all Company web site(s), either now operating or created in the future. The Company disclaims any responsibility or liability for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. The Company disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material on the internet through the Company web site(s). The Company does not make any warranties or representations regarding any data, service and/or information provided or made available by any user on any of the Company web site(s) or on any external web sites linked to them. In particular, the Company does not warrant or represent that said data, service and/or information is true or accurate, or that it fulfils or serves any particular purpose. Without limiting the foregoing, under no circumstances shall the Company be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of 3rd parties, or loss of or fluctuations in heat, light, or air conditioning. Company web site(s) and all materials, information, products and services included in the Company web site(s), are provided “as is,” with no warranties expressed or implied. the Company expressly disclaims, to the fullest extent permitted by law, all express, implied and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement of proprietary rights. the Company disclaims any warranties regarding the security, reliability, timeliness and performance of the Company web site(s). Company disclaims, any warranties for any information or advice obtained through the Company web site(s). the Company disclaims any warranties for services or products received through or advertised on the Company web site(s) or received through any links provided by the Company web site(s) as well as for any information or advice received through any links or any user contributions provided to the Company web site(s). The user understands and agrees that they download or otherwise obtain material or data through the use of the Company web site(s) at their own discretion and risk and that they will be solely responsible for any damages to their computer system or loss of data that results from the download of such material or data. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply in all cases. The user may also have other rights that vary from jurisdiction to jurisdiction. The Company and its web sites are not responsible or liable for content posted by users, 3rd parties, actions of any 3rd-party or for any damage to, or virus that may infect, users computer equipment or other property.
26 Linked Web Sites
This Web site may provide links to third party Web sites for your convenience only. The inclusion of these links does not imply that Oversal Media monitors or endorses these Web sites. Oversal Media does not accept any responsibility for such Web sites. Oversal Media shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party Web sites or linked resources.
The Company may modify, suspend, discontinue or restrict the use of any portion of the Company web site(s), including the availability of any portion of the content at any time, without notice or liability. user acknowledge and agree that it is virtually impossible to achieve continuous, uninterrupted availability of the Company or any other, web site. While we endeavour to ensure that this website is normally available 24 hours a day, we will not be liable if for any reason this website is unavailable at any time or for any period. Access to this website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. In no event (including our own negligence) will we be liable for any: (1) economic losses, including, without limit, loss of revenues, profits, contracts, business or anticipated savings; (2) loss of goodwill or reputation; (3) special, indirect or consequential losses; or (4) damage to or loss of data (even if we have been advised of the possibility of such losses).
28 internet Software Or Computer Viruses
Due to technical difficulties with the internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Web site. Computer viruses or other destructive programs may also be inadvertently downloaded from this Web site. Oversal Media shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Web site or your downloading of any of the materials from this Web site. Oversal Media recommends that you install appropriate anti-virus or other protective software. Oversal Media shall not be responsible or liable for any service error or interruption of service.
You agree to indemnify, defend and hold harmless the Company, its web site(s) and each of its respective advertisers, partners, suppliers, licensors, officers, directors, shareholders, employees, representatives, contractors, agents and sub-licensees, from any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) arising from or relating to any allegation regarding: (1) Your use of the Company web site(s); (2) The Company’s use of any your content or information, as long as such use is not inconsistent with these Terms; (3) Information or material provided through your IP address, even if not posted by you or (4) Any violation of these Terms by you.
30 Governing Law And Jurisdiction
These terms and conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the English courts where the claim is brought by you. We nevertheless retain the right to bring proceedings against you for any threatened or actual breach of these terms and conditions in your country of residence, registration or business or any other relevant country. We do not warrant that materials, services or information for sale on the website are appropriate or available for use outside the United Kingdom. It is prohibited to access the website from territories where its contents are illegal or unlawful. If you access this website from locations outside the United Kingdom, you do so at your own risk and you are responsible for compliance with local laws.
31 Limitation Of Liability
If any provision of these Terms is, for any reason, invalid and/or unenforceable, as determined in an appropriate Court of proper jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. You agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision that most closely approximates the intent and economic effect of the invalid and/or unenforceable provision and shall be interpreted most favourably, when possible, to the benefit of the Company. Section Titles: The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect. Incident Reporting: Any complaints regarding violations of these Terms by a user should be directed to customer services using our contact form. Where possible, include details that would assist the Company in investigating and resolving the complaint (i.e. expanded headers and a copy of the offending transmission). Complaints Procedure: We are very proud of our high standards of customer service however, in the event that we fail in meeting these standards, please do not hesitate to contact us using the contact form.
34 Attention: CEO
Email: Feel free to email Oversal Media using our contact form. However, the internet is not a fully secure medium and any communication may be lost, intercepted or altered. Oversal Media is not liable for any damages related to communications to or from this Web site. You agree with respect to any information provided by you to us through this Web site or via e-mail that: Oversal Media has no obligation concerning such information; the information is non-confidential; Oversal Media may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose without compensation; And the information is truthful and disclosure of the information does not violate the legal rights of others.
35 Applicable Law
This Web site is controlled, operated and administered by Oversal Media from London UK. You agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the UK.
36 General Broadly
Any kind of agreement or deviations will be invalid unless confirmed in writing by Oversal Media. Any conditions of the customer are only binding if it has been made in writing and accepted it in writing by Oversal Media.
These terms and conditions apply to all deliveries and services of Oversal Media.
Oversal Media offers the following services: Customisation and maintenance of websites, e-shops, art sale, graphic design services, general design services, photography services and sale, illustration services, 3d services, music production and sale, games production and sale. Oversal Media provides its services according to the needs and specifications of the customer. Installation, instruction, preparation of documentation and training belong only to the performance obligations of Oversal Media, if this is agreed . Change and enhancement requests should only be considered if they are necessary for technical reasons, to achieve the purpose of the contract with Oversal Media. In a significant change of the contractual obligations of Oversal Media for the purpose of adapting to the needs of the customer, Oversal Media can provide the customer with the required overhead into account. This also applies to an extensive examination of whether and under what conditions the change or extension is feasible, provided that Oversal Media has indicated it in writing. Oversal Media entitled to make partial deliveries.
40 Restrictions And Deadlines
Oversal Media Limited is not liable for any delays caused by labor disputes, or any other unavoidable circumstance or problems with third-party products (for example software other computer manufacturers). In case of delays caused by changes in the requirements of the customer, lack of disclosure to defined intermediate steps (for example wireframes, layouts, concepts) inadequate conditions in the application environment ( hardware or software deficiencies ), as they were not known and should have been known by Oversal Media, the delivery or performance date shall be extended accordingly as well as additional charge will apply depending on the circumstances and demands of the project.
41 Duty To Cooperate
The customer will provide all the necessary data, especially all content data to build websites on time and in digital form under review the orthographic accuracy available. As far as Oversal Media provides to customers a design indicating a reasonable time limit for scrutiny for accuracy and completeness, the design will be deemed accepted by the deadline, as far as Oversal Media receives no correction request. The customer is responsible for adequate resources and information as part of its duty to cooperate. He will ensure the availability of the required number of competent staff from technical and IT technical point of view and for sufficient computer capacity such as memory, processor power and line capacity. If Oversal Media deems it necessary, the customer, a test environment (hardware with latest software version, especially the later use conditions appropriate operating system and the corresponding server software ) are available. As well as errors or impairment of the function of the performance of Oversal Media such as a website occur, the customer will inform Oversal Media immediately stating the time and error specification and the name and telecommunications data ( phone, e- mail) of the reporting and responsible employee thereof . Basically, Oversal Media will start the necessary work after 5 business days, unless the circumstances or contractual agreements require an earlier action. The customer is responsible for the smooth operation of the devices for remote maintenance and care, in particular stable data lines and interfaces.
Each of Oversal Media issued order is a copyright contract, which is directed to the granting of rights to use the services. Oversal Media grants the customer a an exclusive, limited in content to the medium internet right to use the concept and the converted HTML documents drawn up for the implementation of this order . For the use of order-based results from concept, design and software development in other media it requires an express written agreement between Oversal Media and the client. The right of use is, however, only upon full payment on the total remuneration. This software product is supplied for the period of its economic life, but not sold. The license to use the Software Product includes the simple, non-exclusive, perpetual, non-transferable right to use the Software Product, including the associated user documentation. The customer is obliged, upon request, to provide Oversal Media on the extent of use of written information. All the designs, patterns and final drawings are subject to copyright laws . The drafts and final artwork may not be altered without the express consent of Oversal Media neither the original nor in the reproduction . Any imitation – in parts – is forbidden. Oversal Media has the right to be mentioned on the web site and in publications on the work as author . Suggestions of the client or its employees have no influence on the amount of remuneration and shall not establish joint copyright . Oversal Media is in the use of templates of the customers believe that they are not encumbered with the rights of third parties or the customer has the right of use required for the job. Oversal Media also takes rights of third parties ( foreign license material ) to complete, the customer only for the website – especially time – can be transferred restricted. The limited transfer may, inter alia, cause foreign license material no longer or significantly altered conditions, Oversal Media has no influence, is available. Oversal Media will endeavour, in this case its best efforts to use similar material . Oversal Media can charge the customer the cost of foreign material by presenting the license settlement of the licensor with a service charge of 15 % of the price . Any further disclosure of third party rights polluted parts of the site will not occur. The customer may use foreign license material only in connection with and as part of the site . If Oversal Media taken by the licensor to complete, as the foreign license material was not used accordingly, the customer for replacement of the resulting damage is responsible . The customer is obliged to inform Oversal Media about any unauthorised use of the licensed material that is known to him, and to take legal action against an infringer of intellectual property rights or to support Oversal Media here . If the customer is known violations of rights of use of the services of Oversal Media for example warnings third party, he will inform Oversal Media immediately.
43 Legal Agreement
This is a legal agreement (the “agreement”) between you and a subsidiary of Oversal images, this agreement applies to subscriptions purchased via the web and via local sales representatives, and is applicable to online, digital and analog (physical) delivery of content. by ordering a subscription, you are confirming that you have capacity to form a contract under its local laws.
44 Copyright Notices And Reference Evidence
The customer grants Oversal Media the right to incorporate the logo of Oversal and Oversal Media and an imprint in the websites of the customer and these together and the site of Oversal Media to link. The customer will assume all proprietary notices such as copyright notices and other legal reservations unchanged. This applies in particular to the attached in the program code instructions to the author. Oversal Media reserves the right to services rendered as designs and objects, even if they are based on customer templates to use for presentation purposes, in particular the customer’s website in a reference list for advertising purposes absorb and take the appropriate links. In case of any damage caused by faulty or damaged plugin, theme or any kind of third party software, Oversal Media is neither responsible nor liable for this type of damage or loss.
45 The Customer’s Obligation To Backup
The customer is obliged to take appropriate precautions against data loss, since installation or re-installation of the software brings the risk of data loss with it. Oversal Media is neither responsible nor liable for any data loss.
46 Prices And Payment
Shipping, installation, training, creating documentation and other benefits are not included in the price, unless otherwise agreed. Additional services that are not included in the price list they are to be paid for separately. If the customer is in default with the payment, it must be expected to be charged interest at the rate of 10%. The default interest is payable without a reminder.
With care and hosting contracts, the customer may terminate properly earlier than 12 months after contract conclusion. The agreement shall be extended by 12 months if it is not canceled in writing one month before end of contract. The term of the contracts, to Oversal Media and services purchased by a third party is bound, apply equally to the other party of Oversal Media. The terms and notice periods of these agreements shall be notified in the contract on the part of Oversal Media. The right to terminate for good cause remains unaffected. Especially against rights for infringement and if the customer is paying the compensation to more than one month in arrears, can be Oversal Media terminate for good cause.
Unless the parties agree by electronic mail (e-mail), they acknowledge the unlimited validity of the exchanged shall be declarations of intent in accordance with the following provisions. The email must contain the date of dispatch (date and time) and display the name of the sender end of the message name and e-mail address of the sender. For unencrypted data on the internet a confidentiality is not guaranteed. Each contracting Party shall at the request of other concerted encryption system such as PGP on his page. The liability of the e-mail and so the text form applies to any statement that brings the ordinary contract settlement with them. Excludes text form, however, is the case of termination, for measures to initiate or conduct of arbitration proceedings, and declarations that are required by a contractor expressly stated by this agreement in writing. A obtained under the preceding provisions of e-mail is considered to arise as a subject of evidence by the other partner.
In this agreement the following definitions apply: (1) “Invoice” means the computer-generated or pre-printed basic form invoice provided by Oversal Media that shall include, without limitation, the Oversal Media licensing Company, the subscription selected and the corresponding price for the subscription (“subscription Fee”). The Invoice shall be incorporated into this agreement and all references to the agreement shall include the Invoice. (2) “content” means any photographic image, illustration, animation or Flash file visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from Oversal Media or otherwise receiving from Oversal Media, together with any acCompanying material. Any reference in this agreement to the content shall be to each individual item within the content and also to the content as a whole. (3) “user” means the individual who: (1) downloads, manipulates, edits, modifies or saves the digital file containing the content; (2) is otherwise directly involved in the creative process utilising the content; or (3) incorporates the content within any derivative work. (4) “You” means you, or, if you are accepting this agreement on behalf of your employer, client or member account entity, then “you” means that employer, client or entity.
50 Safety Regulations
The customer is responsible for compliance with local laws, regulations and safety regulations, especially with regard to approval, installation, operation, maintenance and repair of the goods delivered and obliged to fulfil them. The customer is obligated to indemnify Oversal Media from any claims arising from the failure to comply with such requirements by the customer.
51 Jurisdiction And Applicable Law
Jurisdiction is the place of establishment of Oversal Media, if the customer is an entrepreneur, businessman, legal entity under public law or public law special fund. However, Oversal Media shall be entitled at its discretion to assume the charge of the court of residence of the customer to complete. The parties agree to the application of British law to all legal relations arising from this contractual relationship. Also in cross-border traffic, British law applies excluding the UN sales law. If any provision of these Terms and Conditions be or become invalid, the other conditions remain in effect. The parties shall replace the void provision with a valid one which the will of the contracting parties economically next.
52 Grant Of Rights
Subject to the terms of this agreement: Oversal Media grants you the worldwide right to access our websites. But you are not allowed to reproduce, manipulate or copy any of our content.
These Terms (as amended by us from time to time) apply to and shall be incorporated into the contract (and thereby the Cost agreement). The Cost agreement constitutes an invitation by us to provide the services specified in it on these Terms to you. When you sign and return the Cost agreement to us this constitutes an offer by you to purchase the services on the basis of the Cost agreement and these Terms. When we contact you to accept your offer, or begin work on the services this shall establish the contract between us. The Cost agreement represents our reasonable efforts to predict the course of the services to meet your needs based on the information you have provided to us. Whilst we aim to make the Cost agreement as accurate as possible (and in the most we achieve this), if the progress and duration of the services is longer or shorter than we anticipated e.g. as a result of you requesting an additional service or the information from you not being accurate, then the final charges may be revised upwards or downwards and we reserve the right to amend our fees accordingly. Our commitment is to inform you of any variations to the plan (and the reasons for them) as they occur such that any changes to our fees, or the overall costs do not come as a surprise.
(1) You may not share or disclose any password to any other user or third party other than as specifically provided for herein and you agrees to hold all passwords for any subscription in the strictest of confidence. If you breach any provision of this section, Oversal Media shall be entitled to (1) terminate this agreement immediately, (2) retain all payments paid pursuant to this agreement, and (3) seek any legal or equitable remedies. (2) You may not download more than the permitted number of downloads of content authorised under the subscription plan purchased by you. You shall not stockpile, download, or otherwise store content not used during the Term for future use. Oversal Media may (a) monitor, as frequently as Oversal Media determines, anything you download from Oversal Media, (b) track any abuse of your username(s) and password(s), and (c) suspend or terminate your subscription, without notice, if Oversal Media believes there is a violation of this agreement and/or any abuse or sharing of your username and password. (3) Where you are licensing content on behalf of an employer, client or other entity, you hereby represents and warrants that: (1) you are authorised to act as an agent on behalf of such employer, client or other entity and have full power and authority to bind such employer, client or other entity to this agreement; and (2) if such employer, client or other entity subsequently disputes such power or authority, you shall be bound and liable for any failure of such employer, client or other entity to comply with this agreement. Nothing shall serve to excuse your obligation to make payment to Oversal Media of the cost of the subscription.
55 Entire Agreement.
No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Oversal Media and accepted in writing by your authorised representative. Notwithstanding the foregoing, Oversal Media reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, this agreement shall govern.
56 Taxes, Licensing And Fees And Renewal
Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the content, pursuant to this or the content License agreement.
57 Licensing Company.
The licensing entity under this agreement shall be determined by your billing address.
58 Fees And Renewal.
If your subscription is set to automatic, you authorize Oversal Media to charge the applicable subscription fees at the then applicable rate for the subscription to your credit card on file at the expiration of the term. You may change your auto-renewal preferences in your Oversal Media account. Your subscription may only be cancelled as set out on your invoice. Oversal Media may deactivate your subscription without prior notice if Oversal Media is unable to process payment through the credit card provided by you.
59 User Accounts.
Oversal Media will provide you with a number of user accounts as specified in the Invoice, to access content on the Oversal Media website. You will be responsible for tracking all activity for each user account and shall, furthermore: (1) Maintain the security of all passwords and identifications issued in connection with each user account; (2) Notify Oversal Media immediately of any unauthorised use of any user account or other breach of security; (3) Accept all responsibility for any and all activities that occur under each user account; and (4) Accept all risks of unauthorised access to the user accounts by individuals acting or purportedly acting on your behalf.
60 Representations And Warranties, Limitation Of Liability
(1) except as specifically provided for in the content license agreement, Oversal Media does not make any warranties, express or implied, regarding the content or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. (2) all websites of Oversal Media and its divisions and affiliate companies as well as feed(s) and similar electronically-delivered content will be provided by Oversal Media on an “as is” and “as available” basis. you acknowledge that websites and products may be subject to temporary shutdowns from time to time for maintenance or due to causes beyond reasonable control and that Oversal Media shall not have any liability to you by reason of such shutdowns. Under no circumstances shall Oversal Media or any party involved in creating, producing, or distributing such websites or products be liable for any damages whatsoever resulting from your use or inability to use the same, including, but not limited to, the results from mistakes, omissions, interruptions, deletion of files or electronic mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorised access thereto. (3) Oversal Media shall not be liable to you or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this agreement, even if Oversal Media has been advised of the possibility of such damages, costs or losses. no action, regardless of form or nature, arising out of this agreement may be brought by or on your behalf more than two (2) years after the cause of action first arose. some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Without limiting any other term herein, Oversal Media shall not be liable for any damages, costs or losses arising as a result of modifications made to the content by you or the context in which content is used by you.
Any additional fees and/or costs will be calculated individually. These fees will be recorded during the services and billed to you at your next billing stage or at the end of the services. We will try to advise you of these additional fees when we become aware of them and, where possible, before we actually incur them. We do not charge for our first meeting with you where you are a new client, however if you choose to work with us we reserve the right to charge you additional fees for any subsequent meetings, travel and planning time (including for any meetings once the project is completed and we are maintaining your website).
We bill on an hourly basis for the following types of work: website design, website development / database programming, consultancy, content management and project management. Graphic design and some other services may, at our discretion, be billed at an hourly rate. Our Cost agreement is based on this Fee structure and any additional services provided to you will be similarly calculated.
In certain cases (at our sole discretion) we use third parties to provide services to you; Our fees are exclusive of third party fees and third parties may quote for services at different rates. Where we need to instruct a third party to carry out work for you and there will be an additional cost to you we will obtain fee estimates from them and agree these fees separately with you, prior to instructing the third party to commence work. Where we use a third party at no additional cost to you we will not discuss this with you and we shall be permitted to use third parties to provide services as we see fit.
64 Your Indemnification.
You shall defend, indemnify and hold harmless Oversal Media and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to any actual or alleged breach by you of this agreement.
65 Interest On Overdue Invoices.
If you fails to pay the Invoice in full within the time specified in the Invoice, Oversal Media may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
66 Unauthorised Use And Termination.
Any use of content in a manner not expressly authorised by this agreement, which includes the content License agreement, (including, without limitation, access to the Oversal Media subscription and use of content by more than one (1) user without purchase of additional seat licenses and use of any content not incorporated into an end product, service, campaign or publication using independent skill and effort prior to the date which is 30 days following the end date of your subscription) constitutes copyright infringement, entitling Oversal Media to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. Oversal Media reserves the right to terminate this agreement in the event you: (1) enters this agreement after having received notice of unauthorised use from Oversal Media relating to the content; (2) fails to pay the subscription Fee in full within the time specified in the Invoice; or (3) otherwise breaches the terms of these subscription Terms. Upon termination, you must immediately (1) stop using the content; and (2) destroy or, upon the request of Oversal Media, return to Oversal Media the content and, in the case of termination by Oversal Media for cause, any product, service, campaign or publication embodying the content in your possession or control.
Any and all disputes arising out of, under or in connection with this agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally and confidentially settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator. The arbitration shall take place in the UK, and shall be conducted in the English language. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. The judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, Oversal Media shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Oversal Media, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
If one or more of the provisions contained in the agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
70 Subscription Cancellation.
If you request in writing to cancel a subscription within 7 days of the date of purchase and provided that you have downloaded no more than five (2) items of content and has made no use of any content since the date of purchase, then Oversal Media shall cancel the applicable subscription and issue a 5% only credit to your account or credit card. In the event of such cancellation, the Grant of Rights and the content License agreement shall be revoked, and you shall immediately delete and/or remove the content from its premises, computer systems and storage (electronic or physical). Any use of content acquired pursuant to a subscription that has been cancelled shall constitute unauthorised use.
Prior to providing our services we will invoice 50%-80% of the total estimated amount in advance for which we require payment by return. The remaining fee shall be payable at completion of services. Any additional payment exceeding the time frame agreement will be charged at completion of the service provided.
Where the Cost agreement is for ongoing maintenance, we will invoice monthly, quarterly, or annually as agreed in writing with you.
fees for hosting or website maintenance are billed in advance, usually quarterly.
You shall pay each invoice submitted to you by us in full, and in cleared funds, within 30 days of receipt. Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date we may: (a) charge interest on such sum from the due date for payment at the annual rate of (10)%. Our bank may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend all services until payment has been made in full. Time for payment shall be of the essence in the contract. fees and costs are estimated on the assumption that material for publication (text and images) is supplied to us in digital (computer file) form. If we are required to convert material from hard copy, via scanning or typing, extra fees will apply at the standard hourly rate.
75 Material Formats
We accept digital material in the following formats: Microsoft Word or other common text formats, copy by e-mail, HTML, JPEG, TIFF, GIF, PNG, Adobe PDF, Adobe Photoshop, Adobe Illustrator, Microsoft Excel.All text should be supplied to us with a minimum of formatting, other than line and paragraph breaks. Please avoid the use of boldface, italics or other formatting styles, and tables or other layout tools, as these will be added by us during the design process. Text supplied to us should be final version. We reserve the right to charge for extra time spent amending text following transfer to your website. You are responsible for proofing any text provided by you and we shall not be responsible for any mistakes or omissions once you have given final approval of any wording.
When instructed by you, we assign staff to carry out the services. As a result, we plan the use of our staff and resources months in advance and turn down work for which we do not have adequate resources. Cancellation by you therefore causes us loss and so we reserve the right to charge you as follows: 100% charge for all work actually done and costs incurred at the date of cancellation; and/or 50% charge for any fees budgeted and cancelled by you with less than 1 month notice; In the case of ongoing hosting or maintenance contracts, we require 30 days notice for cancellation unless stated otherwise in the Cost agreement. Postponement of work by you will be treated as a cancellation (as we will have already made allowances to keep dates free) and will mean we have the right to charge 100% of the price.
We are happy to discuss changes and modifications of your instructions to us at any time, but you accept that such changes or modifications may result in our need to vary our fees and costs which have been included in the Cost agreement. We will always try and confirm such changes in writing. Substantial changes may require completion of the services to be significantly delayed because of our need to reallocate resources. In this situation we reserve the right to cancel the services and recover our fees and costs. We will discuss rescheduling the new services with you for which we will issue you with a new Cost agreement.
Oversal Media reserve the right to terminate the contract by giving written notice if the client commit any material breach of agreement. In the case of a firm or an individual becoming bankrupt. All payments payable to us under the contract shall become due immediately on termination of the contract, despite any other provision. This condition is without prejudice to any right to claim for interest under statute, or any such right under the contract.
We shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for (1) loss of profits; or (2) loss of business; or (3) depletion of goodwill or similar losses; or(4) loss of anticipated savings; or (5) loss of goods; or(6) loss of contract; or (7) loss of use; or (8) loss or corruption of data or information; or (9) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. We shall not be liable to you or be deemed to be in breach of our obligations to you by reason of any delay in performing, or any failure to perform, any of our obligations in completing the services, if the delay or failure was due to any cause beyond our reasonable control. From time to time we use third party suppliers to assist with the services. In addition we resell services including (but not limited to) server space, domain names and email addresses from third party suppliers. As is the nature with services of this type they do, from time to time, temporarily stop working or other problems may occur. We do not accept any responsibility for the failure or otherwise of any services provided by a third party. We shall remain the sole legal and beneficial owners of our content management system at all times.
Any variation of the contract shall be in writing and signed by or on behalf of both the parties. Any notice required or permitted to be given by either of us to the other under these Terms should be in writing addressed to the other party at its registered office or principle place of business or such other address as at the relevant time has been notified pursuant to this provision to the party giving their notice and delivered by recorded delivery post or sent via email only (to such email address as each party nominates). The contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the contract or its subject matter or formation (including non-contractual disputes or claims).
81 Intellectual Property
All source code and graphics remains the intellectual property of Oversal Media and is not supplied to the client. Clients may use the published site for as long as they require with no additional costs (except for web hosting fees and maintenance).
82 Miscellaneous Terms.
10.1 Audit/Certificate of Compliance. Upon reasonable notice, you shall provide sample copies of uses of the content to Oversal Media. In addition, upon reasonable notice, Oversal Media may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and use of content in order to verify compliance with the terms of this agreement. If any such audit reveals an underpayment by you to Oversal Media, in addition to paying Oversal Media the amount of such underpayment, you shall also reimburse Oversal Media for the costs of conducting such audit. Where Oversal Media reasonably believes that content is being used by more than the authorised number of users, or that content is being used outside of the scope of the license granted under this agreement, you shall, at Oversal Media’s request, provide a certificate of compliance signed by you (and if you are a corporate entity, one of your officer’s), in a form to be approved by Oversal Media.
83 Electronic Storage.
For all content that you take delivery of in electronic form, you must retain the copyright symbol, the name of Oversal Media, the content’s identification number and any other information as may be embedded in the electronic file containing the original content. You shall maintain a robust firewall to safeguard against unauthorised third-party access to the content.
Oversal Media makes no representations or warranties that all content and/or content collections will be available for use during the Term. Oversal Media may discontinue licensing certain content and/or content collections in its sole discretion.
85 Governing Law And Credits.
Governing Law This agreement will not be governed by the United Nations Convention on contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the content was downloaded, or such other address as you may advise us in writing to use, from time to time. Credits All work includes credits (for example Website designed by Oversal Web Design) which links back an Oversal Media Website. This agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts in respect of the interpretation of, and any disputes relating to, this agreement or any of its provisions.
86 Updates And Upgrades
All work commissioned must be paid for in full prior to going live. Non-payment of commissioned work may result in account suspension until all outstanding fees have been paid in full. Annual hosting (and any upgrades) is payable direct to Oversal Media subject to their terms and conditions. Non-payment of annual hosting fee may result in account suspension. All agreements between you (the ‘Customer’) and us (‘Oversal Media’) are subject to these Terms and Conditions. All fees are due in advance of the services provided. Any fees are invoiced annually at the beginning of each calendar year, cover the services for the duration of such calendar year and are non-refundable. Failure to pay in advance may result in termination or suspension of services without notice. Website hosting fee shall be negotiated (inclusive of the admin system hosting fee if applicable).
The Customer agrees that they shall not have direct access to the servers (via FTP or Control panel) run, administered or used by Oversal Media. The Customer may access their website through a unique login setup by Oversal Media. The Customer shall not have any rights whatsoever to any source codes, server codes, admin panel codes or applications hosted on our server.
The use of any data or material, which the customer receives from the service provided by Oversal Media, is at the customer’s sole and absolute risk. Oversal Media specifically disclaim and deny any responsibility for the completeness, or accuracy of quality of any and all information obtained through the services to be provided hereby.
89 Liability And Rights
The Customer agrees to indemnify and hold harmless from any and all liabilities, losses, costs and claims, against Oversal Media that may arise or result from any services provided, performed or agreed to be performed or any product sold by the Customer. In particular,the Customer agrees to indemnify and hold Oversal Media harmless from any claim or demand made by anyone due to any content, material the Customer or any of the Customer’s employees, affiliates or volunteers upload to the server via the Admin system or any violation of any law or of these Terms and Conditions. The Customer may only use Oversal Media services for lawful purposes. The following uses shall be cause for the immediate termination of services and contract with the customer without notice and without liability for actual,compensatory or consequential damages to the customer for the interruption in service: (1) violation of intellectual property rights,violation of applicable law; (2) unsolicited advertising via email and/or ‘spamming’,mailbombing, trolling; (3) tortuous conduct (such as posting of defamatory materials); (4) violating or attempting to violate the security of the Oversal Media and systems; (5) posting of illegal adult content. Oversal Media will utilize its best efforts to maintain acceptable performance of services, but Oversal Media makes no warranties of any kind, expressed or implied for services we provide. Oversal Media disclaims any warranty or merchantability or fitness for a particular purpose. Oversal Media cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the internet. Oversal Media will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system. Oversal Media shall not be liable to the customer or any of its customers for any claims or damages which may be suffered by the customer or its customers, including, but not limited to, losses or damages of any and every nature,resulting from the loss of data,inability to access internet, or inability to transmit or receive information, caused by, or resulting from, delays, non deliveries, or service interruptions. Notwithstanding the above, the customer’s exclusive remedies, damages, losses and causes of actions shall not exceed the aggregate amount which the Customer paid to Oversal Media during the term of agreement with the latter. Oversal Media reserves the right to revise its terms and conditions and its policies at any time. All agreements and non-contractual obligations arising out of or in connection with the agreements are governed by English law with English courts having exclusive jurisdiction over any disputes. Although every precaution is taken to ensure a reliable hosting service it is impossible to guarantee 100% up time.
Any kind of agreement or deviations will be invalid unless confirmed in writing by Oversal Media. Any conditions of the customer are only binding if it has been made in writing and accepted it in writing by Oversal Media.
Each time you purchase Digital Products through this site you will be required to click the “I Agree” button to complete the order. By clicking the “I Agree” button and/or by using this site to purchase Digital Products you are accepting these terms and conditions of sale and if relevant any product specific terms. Any terms which you seek to impose in respect of your purchase of Digital Products through this site will not form part of any contract between us.
From time to time, product specific terms may apply in addition to or replace these terms in respect of certain Digital Products available on the site. For example, additional terms such as territorial restrictions may apply to album launches. These product specific terms will be clearly indicated and featured on the site in the order process for the relevant Digital Product.
05) Intellectual Property
All Digital Products available through this site are owned or controlled by us and are protected by intellectual property rights. Any streaming or use of Digital Products purchased through this site are for your own personal, non-commercial use only. Upon payment of the price of the Digital Product we grant you a non exclusive, non-transferable license to use the Digital Product for your own personal, non-commercial use in accordance with these terms of sale. You agree that you will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or transfer any Digital Products available through this site (whether the same are available as streams and/or permanent downloads). Nothing in these terms of sale grants to you any rights other than those expressly set out herein. These terms do not grant to you any rights in relation to the synchronisation, public performance, promotional use, commercial sale, resale, reproduction, distribution or commercial exploitation of any Digital Product. We will be entitled to obtain injunction relief against you, in addition to all other remedies that we may have, to enforce these terms of sale and to prevent your unauthorised use of this site. Permanent downloads of Digital Products are capable of being downloaded to and stored on the hard drive of your computer and then exported, burned or copied. This is solely for your own personal, non-commercial use and you must adhere to any and all usage restrictions that apply to the Digital Product. You are responsible for ensuring that you do not lose, destroy, or damage any Digital Product you purchase through this site. We shall not be obliged to replace any Digital Product in the event of any loss, destruction, or damage not caused by our negligence. We reserve the right to introduce and/or change usage rules limiting the number of times any permanent download of a Digital Product may be burned to disc or transferred to any other media including to portable players. We may do this in relation to any and/or all of the Digital Products available as permanent downloads from time to time via this site. In any event if you burn any permanent download of a Digital Product to disc or transfer it to a portable device you agree not to further copy, distribute or transfer the permanent download from that disc or portable device. Watermarking To prevent unauthorised use, Digital Products may carry a digital watermark that allows us to identify the origin of the Digital Product and track any subsequent unauthorised transfer. You agree to not attempt to remove the watermark or circumvent the security technology in any way.
06 Streaming And Availability
Streaming We grant to you a non-exclusive, non-transferable right to access streams of Digital Products made available by us on this site solely for your personal, non-commercial use. Such use shall be subject always to these terms of sale. You may not in relation to any Digital Products available as streams through this site: store, copy, “rip”, reproduce, transfer or burn to disc or attempt or employ any technology with a view to attempting to do the same;circumvent, attempt to circumvent or employ any technology with a view to attempting to circumvent any technology used by us to protect Digital Products available as streams through this site. Availability All Digital Products featured on our site are subject to availability. We reserve the right to change or remove a Digital Product or other content on the site at any time without notice or liability to you. For example we may have obtained rights from third parties to make the Digital Product available and, in the event we lose these rights, we may need to remove the Digital Product from the site and make it unavailable for purchase.
07) Time Frame
We will endeavour to make it clear where Digital Products offered are available for a limited time or in limited numbers.
We update our site regularly to avoid causing disappointment but it can take time to update our site and we cannot guarantee that any particular Digital Product will be available at a particular time.
Payment for all Digital Products must be by credit or debit card, Paypal. We accept the credit and debit cards displayed on the payment page of our site from time to time. By providing the details of a credit or debit card to be billed or payment account to be debited for payment of the price due, you confirm that you are authorised to purchase the Digital Products and that you are the holder of the relevant credit or debit card or of the relevant payment account or are expressly authorised to use such. All card payments and card holder details may be subject to validation checks by us and the card issuer. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your order and we will not be liable for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your order. Should there be a problem with your payment we will contact you to discuss the next steps. You may not cancel an order made by you for any permanent download of a Digital Product once it has been made available for download by you and each purchase of a permanent download shall be deemed a final, non-exchangeable, non-refundable sale.
If you are in breach of, or we suspect you are in breach of, these Digital Product Terms of Sale (including if you use any Digital Product or the site for business purposes or you breach usage rules) then we may cancel your account. You agree you will have no claim against us, in respect of any decision to remove Digital Product from this site or any decision to suspend or terminate your access to this site or to Digital Products (including by way of purchase) through the site.
11) Warranties Agreement
We do not make any other promises or warranties about the Digital Products. You agree that use of this site to access or purchase Digital Products is at your sole risk.
If you are in breach of the contract for the Digital Product, neither of us will be responsible for any losses that the other suffers as a result.
Our liability for losses you suffer as a result of us breaking a contract for a Digital Product(s) is strictly limited to the purchase price of the relevant Digital Product(s) affected. We are not responsible for any losses.
All communications we receive should be in writing using email only and other communication will be void and will not be legally binding.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract for a Digital Product that is caused by events outside our reasonable control.
16) Right to Amend
We have the right to revise and amend these terms and conditions of sale from time to time including to reflect changes affecting our business, changes in technology, changes in licensing arrangements, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our site’s capabilities.
17) Governing Law
contracts for the purchase of Digital Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
18 Online Acceptance
You may not assign, sub-license or otherwise transfer any of your rights under these terms and conditions. If any provision of these terms and conditions is found by any court of competent jurisdiction to be invalid, the invalidity of that provision will not affect the validity of the remaining provisions which shall continue to have full force and effect. No person other than the parties to these terms and conditions are intended to benefit from them pursuant to the contracts (Rights of Third Parties) Act 1999. These Terms represent the entire understanding between the user and the Company and supersedes any prior statements or representations. the user agrees to the terms of this online agreement, by using the web site, services, sign up, posting, downloading and uploading content, and understands that it is entering into a binding and legal agreement with Company. You agree to file any claim regarding any aspect of this web site or these Terms within six (14) days of the time in which the events giving rise to such alleged claim began, or you agree to waive such claim. You also agree that no claim subject to these Terms may be brought as a class action or in any other jurisdiction than English courts.