We provide you with an augmented reality application that enables the exchange of content in the public space between you (the “User”) and Overly or third party content publishers (“Publishers”), and other applications, features, software, databases and services (together: “Services”), including but not limited to: (a) the provision of augmented reality layers which may contain content, such as text, pictures, graphics, 2D/3D models, videos and links as well as images required for the detection and tracking of features to display content (“Reference Images”), jointly referred to as the “Third Party Content”, and (b) your use of application programming interfaces (“API”). We also enable you to add or generate your own content by interacting with other users (“User Generated Content”). When using our Services, it is important that you respect locations, intellectual property rights, privacy and the rights of third parties at all times.
1.1. Please read these Terms and Conditions of Use (“T&C”) carefully. These apply between you and Overly Creator SIA (“Overly” in this text), Reg. Nr.40203037370, Kr. Valdemara street 115-5, Riga, Latvia (“Overly” or “We”) and Overly affiliated companies. By using the Services in whichever form, through whatever technological means and wherever you are, or by opening a User account, you enter into an agreement with us and accept these T&C and any legal notices that Overly may post from time to time, such as our Privacy Policy – by continuing your use of the Services – all amendments that Overly implements and communicates to you. You should save these T&C on a permanent data carrier – for later inspection – and print them before starting to use the Services.
1.2. You are only permitted to access and use the Services if you are older than 13 years. If you are between 13 and 18 years of age, please read these T&C together with your legal guardian(s), who must give permission for such access/use.
2.1. You are responsible for any User Generated Content that you exchange, provide or upload, whether or not you connect to our Services directly or through a third party. You should always be aware of and pay cautious attention to the context and environment in which you exchange, provide or upload content. You will refrain from: (i) posting or displaying content that is offensive, degrading, indecent, libelous, obscene, pornographic or otherwise objectionable to others or that violates the privacy, intellectual property or other rights of third parties or is in violation of legislation or regulation, including international treaties – in particular content containing material that is protected by intellectual property rights, without the written consent of the owner of such rights, other than excerpts permitted legally; (ii) impersonating any person or entity, or forge or manipulate headers to disguise the origin of content; (iii) jeopardizing yourself or any third party in any way by using the Services; (iv) engaging in any activity that, directly or indirectly, interferes with or disrupts the Services; (v) harvesting or otherwise collecting data about others, including email addresses, without their consent; (vi) interact with other users of the Services in contravention of these T&C or in an unlawful manner. You must take all necessary measures to protect your devices from viruses, worms and other harmful content.
2.2. You understand that we are not responsible for any User Generated Content, All User Generated Content which you may decide to exchange, provide or upload, will not be reviewed in advance by us – but we reserve the right to take down any User Generated Content if we deem this to be unlawful or in breach of these T&C and other applicable T&C. We ask that you flag or inform us in accordance with our Privacy policy, if you become aware of (potentially) unlawful or infringing content exchanged, provided or uploaded by others. You indemnify us from and hold us harmless against any and all claims from third parties that the User Generated Content is in contravention of any (international) laws, regulations or is otherwise considered unlawful or harmful.
2.3. Third Party Content or parts thereof may be protected by intellectual property rights. You may not modify, sell or distribute the Third Party Content in any way.
2.4. You will not modify, copy, or create derivative works based on the Services. You will refrain from (re-)selling, trading, renting, licensing, loaning or distributing the Services.
2.5. The Services may contain links to other websites/sources. We do not control these, we are not responsible for any information contained therein and we disclaim any responsibility for these websites/sources.
2.6. You accept that you may be exposed to Third Party Content that is offensive, indecent or otherwise objectionable. Third Party Content may also contain material that violates the privacy, intellectual property or other rights of third parties. We do not represent or imply that we approve of the Third Party Content and we cannot review or verify whether the Third Party Content is accurate, useful or harmless. Should you come across Third Party Content which violates any applicable law or regulation (including intellectual property, privacy laws and regulations), please follow the Privacy Policy as well.
2.7. As part of the registration process or as part of the continued use of the Services you may be required to provide information about yourself. You will provide accurate, correct and up-to-date information. You are solely responsible for maintaining the confidentiality and security of your User account, including your passwords. You understand that by using the Services, you may be subject to third party cookies. Please read our Privacy Policy.
2.8. You are responsible for protecting the security of any content, including User Generated Content that is stored on the (mobile) device used to get access to the Services.
2.9. We may permanently or temporarily suspend provisioning of the Services or parts thereof, at our sole discretion, without prior notice to you.
2.10.Users and Overly agree to comply with all applicable laws, statutes, regulations, and guidelines while using the Services. This includes but is not limited to laws related to copyright, data protection, and privacy. Users must ensure that their use of the Services and all User Generated Content do not violate any applicable laws or rights of third parties.
3.1. You must pay all fees applicable to your use of the Overly services in accordance with your pricing plan. You must pay our fees by the date and in the manner described in the invoice, billing agreement or as otherwise notified to you. Fees are payable in the currency reflected in the relevant invoice or billing agreement.
3.2. Overly reserves the right to change the payment terms and pricing for the services at our sole and absolute discretion by giving notice to you. The amended pricing and/or payment terms will (unless stated otherwise) be effective from the date of that notice and will apply to any fees incurred by you following the effective date of that price change.
3.3. Overly operates a “no refund” policy across all our plans and all fees charged for the use of the services (including any VAT and other taxes charged on the fees) are NON-REFUNDABLE except as required by applicable law. In the case of Personal Users, this policy does not affect your statutory rights as a consumer. We advise users to utilize the free trial to ensure purchase satisfaction. All subscriptions can be cancelled at any time and will be active until the end of their billing cycle. Note that subscription installments are paid up front for all payment plants (including monthly subscription, annual subscription and One-time payment plans.
3.4. You accept that you are solely responsible for all costs involved in the use of the Services, such as communication costs related to the use of (mobile) devices, the use of mobile Internet and roaming, and taxes connected to your use of the Services.
3.5. Certain Services consist of Overly providing you with access to content which you have to pay for. By selecting paid content you agree to pay the fee indicated and you may be asked to grant approval for the processing of automatic payments. We reserve the right to change the applicable fees for paid content at any time. All purchases of paid content are final. You agree that even in case we exercise our right to block access to content, to terminate or deny access to and use paid content, you are not entitled to a refund. Should the measures described in the previous sentence relate to actions by a third party provider of paid content (including Third Party Content), then we will use reasonable efforts to recover the purchase price on your behalf. We will divide the amounts remaining after deduction of recovery cost, on a pro rata basis to all affected users of the paid content.
3.6. All payments for paid content are carried out by third party payment providers. You accept that we are not responsible for these third party payment providers and their operation or availability.
3.7. Overly reserves the right to modify, suspend, or discontinue any aspect of our Services at any time, including features and availability of our products. We will make reasonable efforts to notify users of significant changes in advance through our website, by email, or through the Services directly. Your continued use of the Services after such notice constitutes your acceptance of the changes. If you do not agree to the modifications, you should discontinue your use of the Services.
4.1. Overly or its licensors owns all right, title and interest, including but not limited to intellectual property rights, in and to the Services (which include applications, features, software, databases), and unless agreed otherwise, you may not reverse engineer, decompile or otherwise (attempt to) extract the source code of the software which Overly or its licensors provides you – unless this is explicitly permitted.
4.2. Unless we have agreed this, or specific guidelines permit this, you are not allowed to use the Overly logo or any other trademark, service mark, graphic and logo used by Overly or its licensors in connection with the Services.
4.3. You retain any and all rights you already hold in content you post or display.
4.4. We grant you a personal, worldwide, terminable, non-assignable, royalty-free and non-exclusive right to use: (i) the software we provide to you, and (ii) the content we provide to you, in connection with your use of the Services.
4.5. You grant Overly and its affiliated companies a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to reproduce, adapt, modify, translate, publish, display and distribute any content (including User Generated Content) which you exchange, provide or upload on or through the Services. This license is restricted to the goal of enabling Overly or its affiliated companies to perform, display, distribute and promote its Services, including but not limited to providing you with access to the content. Your license includes a right for Overly or its affiliated companies to make the content available and sublicensee it to Publishers, suppliers, licensors, other companies, organizations and individuals with whom Overly cooperates with in providing the Services or developing and providing other services. You represent and warrant to Overly that you have all necessary rights, power and authority to grant the license.
5.1. Overly provides the Services with reasonable care and skill. You understand and accept that the Services are provided “as is” and “as available”. Overly disclaims all warranties of any kind, whether express or implied, and including warranties: (i) of merchantability, fitness for a particular purpose and non-infringement; and warranties that (ii) the Services are error free or that access thereto is uninterrupted; and (iii) the content or other information obtained through the Services is correct and reliable.
5.2. You agree that neither Overly, its affiliated companies, suppliers nor its licensors are liable to you for any form of damages or loss which may be in incurred by you in relation to your use of the Services. Unless and to the extent that damages are the direct result of wilful intent or gross negligence of Overly, Overly accepts no liability for any direct, indirect and consequential damages and loss of business and data, whether based on contract, unlawful act (including negligence), or otherwise arising from or relating to the Services, even if Overly or its affiliated companies, suppliers or licensors have been informed or should have known of the possibility of such damages. In any event, the maximum aggregate liability of Overly, its affiliated companies, suppliers or licensors for any and all damages arising from the Services shall be a refund of the amount paid by you to Overly, if any.
5.3. You represent and warrant that: (i) your use of the Services is in strict compliance with Overly instructions and all applicable laws and regulations (including any local laws or regulations in your country, state regarding online conduct and acceptable content and the transmission of technical data); and (ii) your use of the Services will not infringe or misappropriate the intellectual property rights of any third party. You indemnify Overly from and hold Overly harmless against any and all claims, including reasonable attorneys’ fees, resulting from you using the Services, and creating any content.
5.4. Overly shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
6.1. You may always terminate the use of the Services, but, unfortunately, it is impossible for you to de-install the Services in case it has been pre-installed by the manufacturer of your device.
6.2. Overly is entitled to terminate the agreement with you, wholly or in part, if: (i) you breach any provision of these T&C; (ii) Overly is obliged to do so by law or through an order of any competent authority; or (iii) Overly decides to permanently suspend the Services.
6.3. You understand and accept that upon termination of the agreement you will have to stop using the Services immediately and remove any content you have been using from your devices.
6.4. All provisions that are intended to survive the termination, by nature or because such has expressly been provided for in these T&C or any agreement with you, shall survive such termination. These provisions include, but are not limited to, provisions regarding intellectual property, warranty exclusions, indemnity and limitations of liability and applicable law.
6.5. In the event of a dispute arising from or related to the Services, Overly encourages users to contact us directly to seek a resolution. If direct resolution is not possible, the dispute shall be submitted to mediation. If mediation does not resolve the dispute, it shall be finally settled by arbitration in accordance with the rules of the Arbitration Association in Latvia. The arbitration shall be conducted in Riga, Latvia, and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding on both parties.
7.1. Service Duration and Guarantee
The term “forever” refers to a service guarantee of 2 (two) years or for as long as Overly is able to support the experience. This guarantee is subject to change in circumstances such as financial insolvency, company dissolution, or a based on decision by Company management to cease support.
7.2. Modification Window
Customers have a one-month period following their purchase during which they may request changes to their experience. After this period, the experience is considered final and cannot be modified.
7.3. Post-Lock Changes
Should customers wish to make changes after the one-month window has closed, they must purchase a new experience. No exceptions will be made to this rule.
7.4. Annual Service Confirmation
Each year, Overlyapp will send an email to the registered mailbox of our customers to inquire if they still require their purchased experience. This email will contain an approval link, and customers will have a 14-day window to respond by clicking on this link. Clicking the link will count as approval, ensuring the continuation of their experience. If no action is taken within this timeframe, Overlyapp will deactivate and delete the experience and all related content after an additional 7 days.
7.5. Scope of One-time Payment Plan Experiences
The One-time Payment Plan is exclusively available for WebAR experiences provided through the Overlyapp.com platform. Within this plan, only 3D models are permitted for upload and use in the experiences and not heavier than 10MB each. These 3D models have to be provided in specification provided by platform. This specification aims to ensure clarity and alignment with our platform’s capabilities and the types of experiences we support.
8.1. These T&C and the use of the Services are governed by the laws of the Latvia. Any disputes relating thereto will be held before the competent court in Riga, Latvia.
8.2. If any provision of the T&C is held invalid or unenforceable, that provision will be construed to reflect the parties’ original intent. Despite the invalidity or unenforceability of such provision, all other provisions will remain in full force and effect.
8.3. You agree that if Overly does not exercise or enforce any legal right or remedy, this will not constitute a formal waiver of Overly rights.
8.4. We may at any time and without giving notice to you assign our rights under any agreement with you.
Overly is committed to protecting and respecting your privacy in compliance with the General Data Protection Regulation (GDPR). We process personal data only when lawful, fair, and necessary for providing our Services. You have rights to access, correct, delete, and restrict processing of your personal data, among others. We implement strong data protection and security measures to ensure your information’s safety. For detailed information on how we handle personal data and your rights under GDPR, please refer to our Privacy Policy.
This point ensures users are aware of their rights under GDPR and Overly’s commitment to data protection, but make sure to expand this with specific details in your actual Privacy Policy.
