Terms & Conditions

Terms and Conditions of Use

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE LAW APPLICABLE TO THESE TERMS AND THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

TERMS OF SERVICE

Overtone Digital is the trading name of Overtone Limited, which is a UK registered company and will hereinafter referred to as "Overtone", "we", "us", or "our”.

Overtone is the online storefront for digital products and services as well as providing a client interface and account management platform for our users. It provides an online platform that advertises our hosting, advertising, marketing and technical development services (collectively, the “Services”), which Services are accessible at www.overtone-digital.com, www.overtone.co.uk and any other websites through which Overtone makes the Services available (collectively, the “Site”). By using the Site, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and Overtone. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Services. Failure to use the Site in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH:
(A) VISITORS WHO MAY READ ABOUT OUR SERVICES; AND
(B) EXISTING CLIENTS WHO MAY LOG INTO THEIR ACCOUNT TO ACCESS THEIR BILLING AND ACCOUNT DETAILS; AND
(C) FREELANCERS AND CONTRACTORS WHO MAY ACCESS THE SITE TO UPLOAD THEIR PORTFOLIO OR TO ACCESS RESOURCES; AND
(D) POTENTIAL CLIENTS WHO MAY PURCHASE OUR SERVICES.


Key Terms
“Overtone Content” means all Content that Overtone makes available through the Site or Services, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and Overtone Content.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Member” means a person who completes Overtone’s account registration process, including but not limited to clients and contractors, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services.

Certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services or Collective Content

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modification
Overtone reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the products, services, membership options and service fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.

Eligibility
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.

How the Site and Services Work
The Site and Services can be used to provide information about our services and to communicate with our clients. You may view limited content as an unregistered visitor to the Site; however, if you wish to access and use the Services, you must first register to create a Overtone Account (defined below).

Unless explicitly specified otherwise in the Overtone platform, Overtone's responsibilities are limited to facilitating the availability of the Site and Services.

Account Registration
In order to access certain features of the site as a client you must register to create an account (“Overtone Account”) and become a Member. You may register to join the Services directly via the Site or as described in this section.

You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook; each such account, a “Third-Party Account”), via our Site, as described below. As part of the functionality of the Site, you may link your Overtone Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Overtone through the Site; or (ii) allowingOvertone to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Overtone and/or grant Overtone access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Overtone to pay any fees or making Overtone subject to any usage limitations imposed by such third-party service providers. By granting Overtone access to any Third-Party Accounts, you understand that Overtone will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site via your Overtone Account and Overtone Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Overtone Account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or Overtone's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site. You have the ability to disable the connection between your Overtone Account and your Third-Party Accounts, at any time, by accessing the “Edit Profile” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Overtone makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Overtone is not responsible for any SNS Content.

We will create your Overtone Account and your Overtone Account profile page for your use of the Site based upon the personal information you provide to us or that we obtain via an SNS as described above. Further information about the creation of your profile page is set out below. You may not have more than one (1) active Overtone Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Overtone reserves the right to suspend or terminate your Overtone Account and your access to the Site and Services if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Overtone Account, whether or not you have authorized such activities or actions. You will immediately notify Overtone of any unauthorized use of your Overtone Account.

User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and obligations that may apply to your use of the Site, Services and Collective Content. In connection with your use of the Site, Services and Collective Content, you may not and you agree that you will not:
• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Services or Collective Content;
• use the Site, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
• copy, store or otherwise access any information contained on the Site, Services or Collective Content for purposes not expressly permitted by these Terms;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
• interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
• use our Site, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to the Services;
• "stalk" or harass any other user of our Site, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of interacting with other users of the Site as a Overtone Member in accordance with these Terms;
• register for more than one Overtone Account or register for an Overtone Account on behalf of an individual other than yourself;
• recruit or otherwise solicit any Member to join third-party services or websites that are competitive to Overtone, without Overtone’s prior written approval;
• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• use automated scripts to collect information from or otherwise interact with the Site, Services or Collective Content;
• post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
• systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• use, display, mirror or frame the Site, Services or Collective Content, or any individual element within the Site, Services or Collective Content, Overtone’s name, any Overtone logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site or Services, without Overtone’s express written consent;
• access, tamper with, or use non-public areas of the Site or Services, Overtone’s computer systems, or the technical delivery systems of Overtone’s providers;
• attempt to probe, scan, or test the vulnerability of any Overtone system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Overtone or any of Overtone’s providers or any other third party (including another user) to protect the Site, Services or Collective Content;
• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Overtone has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

Overtone may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Overtone or to comply with legal process, (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Overtone , its users, or members of the public . You acknowledge that Overtone has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Overtone reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Overtone, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.

Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via the Site, email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to provide, maintain, protect and improve our services. We will not share your information with any third party outside of Overtone and its partners, other than as necessary to provide the Services.

Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.

Your Access to and Control Over Information
You can do the following at any time via the “Edit Profile” section of the Site:
• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you.

Security
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.

Cookies
We use "cookies" on this site. A cookie is a piece of data stored on a site visitor's hard drive to help us improve your access to our site and identify repeat visitors to our site. For instance, when we use a cookie to identify you, you would not have to log in a password more than once, thereby saving time while on our site. Cookies can also enable us to track and target the interests of our users to enhance the experience on our site. Usage of a cookie is in no way linked to any personally identifiable information on our site.

Ownership
Unless explicitly stated otherwise, all rights including those in copyright in the content of this website are owned by or controlled for these purposes by Overtone. Except as otherwise expressly permitted under copyright law or these Terms, the content of this site may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way without first obtaining Overtone’s written permission or that of the copyright owner.

Overtone Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Overtone grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Overtone Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Overtone or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to Overtone a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site and Services. Overtone does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents and releases that are necessary to grant to Overtone the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Overtone’s use of the Member Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Links
The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that Overtone is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Overtone of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the Overtone platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use, located at, http://www.google.com/intl/en_us/help/terms_maps.html.

Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Overtone used herein are trademarks of Overtone. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Fair Usage Policy
This Fair Usage Policy ("FUP") is designed to prevent fraud and abuse of our Site and Services by a small number of users.

The Site and Services are for individual use only (personal or business) in accordance with our Terms and this FUP (“Legitimate Use”). The following is a non-exhaustive list of practices that would not be considered Legitimate Use:

Using the Site or Services to contact other Members for purposes other than those specified in these Terms

Excessive use of the Site or Services
Other practices may be relevant in determining Legitimate Use and Overtone reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination. Overtone may at its option, terminate its relationship with you, or may suspend your subscription immediately if it determines you are using your subscription contrary to this FUP or these Terms. Where reasonable, Overtone will provide you with notice of improper usage before suspension or termination of your Overtone Account.

Suspension, Termination and Overtone Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Overtone Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Overtone Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Services, your Overtone Account, your Member Content, or receive assistance from Overtone, and you will not be entitled to any compensation for job applications that were cancelled as a result of a suspension, deactivation or termination of your Overtone Account. You may cancel your Overtone Account at any time via the “Edit Profile” feature of the Services. If you are a Premium Member or Professional Member, you may downgrade your account to Free Membership by cancelling the payment instruction in respect of Service Fees through your PayPal account. Services Fees paid to date are non-refundable. Please note that if your Overtone Account is cancelled, we do not have an obligation to return to you any Content you have posted to the Site and Services.

Disclaimers
IF YOU CHOOSE TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT OVERTONE DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. OVERTONE MAKES NO WARRANTY THAT THE SITE, SERVICES OR COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, JOB LISTINGS AND MEMBER PROFILE PAGES, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OVERTONE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY JOB LISTINGS, PROFILE PAGES, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OVERTONE OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT OVERTONE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. OVERTONE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY OVERTONE. OVERTONE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY MEMBER OR OTHER THIRD PARTY.

Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF OVERTONE WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER OVERTONE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OVERTONE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL OVERTONE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES, OR FROM THE INABILITY TO USE THE SITE, SERVICES, OR COLLECTIVE CONTENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID VIA THE SITE AS A MEMBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OVERTONE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification
You agree to release, defend, indemnify, and hold Overtone and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your interaction with any Member, or (d) your creation of a job listing.

Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Overtone and you regarding the Site, Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Overtone and you regarding the Site, Services and Collective Content.

Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Overtone’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Overtone may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Overtone (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of England and Wales. You and we agree to submit to the non-exclusive jurisdiction of the English courts for resolving any dispute between the parties. If Overtone wishes to enforce any of its rights against you, we may elect to do so in the English courts or in the courts of the jurisdiction in which you are resident.

General
The failure of Overtone to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Overtone. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Contacting Overtone
If you have any questions about these Terms, please contact Overtone at [email protected].