Solutions
1.1. These terms of service (Terms of Service or the Agreement) define the legally binding terms of use for the service and any software required to deliver the service.
1.2. Terms of Service are made between the entity named in the main account of the service (Customer) and OVERVIS OÜ ("Overvis"), who provide the relevant services. Both sides hereinafter individually referred to as "Party", and collectively referred to as "Parties".
1.3. Your consent to be legally bound by the Terms of Services is expressed at the time of registering your account or at the time of first access to your account, by ticking the “Accept” box, clicking “Register”, “Signup”, “Login” or any other equivalent button.
1.4. If you are entering into this Agreement on behalf of your employer or other legal entity, you represent that you have the legal authority to bind Customer. Customer’s continued use of services and software provided by Overvis constitute assent to the Agreement. If Customer does not unconditionally agree to all of the terms of this Agreement, you must cancel your registration or login process and you are not permitted to use the service or the software.
1.5. By entering into this Agreement you also represent that you will use the services only for business purposes. The services are not designed for and not provided to consumers.
2.1. Subject to Customer’s full compliance with the terms and conditions of this Agreement, Overvis will provide the Customer with an access to its cloud-based system (hereinafter referred to as "System").
2.2. The System is a software code that operates on servers on the internet, connecting to devices via the Modbus protocol for remote management and data exchange. Additionally, the System displays the status of connected devices, and the history of operating parameter values via a publicly accessible website. The System functionalities are described on the web-site www.overvis.com.
2.2. The System and the software underlying or used to deliver the System will be hosted on servers under control or direction of Overvis or its third party providers.
3.1. The Customer makes payments (one or several) to the Overvis's bank account or by credit card directly on the Overvis platform or based on an invoice issued by the Overvis.
3.2. In case when an invoice is issued in the currency other than Euro, the amount will be converted to Euro according to the average exchange rate of the National Bank of Poland on the day preceding the invoice issuance date. The funds received in this manner from the Customer are credited to their account in the System.
3.3. The amount, timing, and number of payments can be arbitrary.
3.4. The deposited funds will be credited to the Customer's account in the System within 1-2 business days after they are credited to the Overvis's bank account.
3.5. The current Customer's account balance as well as the history of deductions is displayed in the System.
3.6. Each day, an amount equal to the fees for services provided in accordance with the rates publicly specified on the site www.overvis.com is deducted from the Customer's account in the System. Deductions from the account always occur in arrears, i.e., after the service is rendered.
3.7. The rates specified on site www.overvis.com may change. Rate updates will be announced on the www.overvis.com website and in the user interface of the System, as well as in an email notification sent to the Customer 14 days before the changes take effect.
3.8. In case of a negative balance on the Customer's account after the fees are deducted, the Overvis has the right to cease providing services, including ceasing to maintain connections with the Customer's communication controllers and deleting accumulated data.
4.1. Overvis will undertake commercially reasonable efforts to make the System available at least 95 % of time, except for Overvis’s right to suspend Customer’s access to the System: (i) for scheduled or emergency maintenance, (ii) in the event Customer is in breach of this Agreement, (iii) in case of negative balance on the Customer's account in the System, or (iv) as a result of circumstances beyond Overvis’s reasonable control (including, but not limited to: acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike or other labor problem, hosting provider failure or delay, issues related to a third party, or denial of service attacks) (“Force Majeure”).
5.1. Customer will not, and will not permit any third party to:
5.1.1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the System, documentation or data related to the System (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);
5.1.2. modify, translate, or create derivative works based on the System;
5.1.3. use the System for time-sharing or service bureau purposes or for any purpose other than its own internal use, use the System in connection with any high risk or strict liability activity;
5.1.4. use the System other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation;
5.1.5. run or use any processes that run or are activated while Customer is not logged on to the System or that “crawl,” “scrape,” or “spider” the System; or
5.1.6. use the System in any manner that (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (ii) impersonates any person or entity, including without limitation any employee or representative of Overvis, or (iii) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
5.2. Customer will cooperate with Overvis in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Overvis may reasonably request. Customer will also cooperate with Overvis in establishing a password or other procedures for verifying that only designated employees of Customer has access to any administrative functions of the System.
5.3. Customer is responsible for all acts and omissions of its employees, subcontractors, and anyone to whom Customer provides access to the System or that is using or accessing the System on Customer’s behalf (Agents) (including any breaches of this Agreement) as if Customer committed such act or omission itself. Overvis may exercise any rights and/or remedies under this Agreement, at law or in equity, against Customer based upon such acts or omissions of such Agents.
5.4. As a condition of Customer’s use of the System and with respect to third-party claims, Customer agrees to indemnify, defend, and hold harmless Overvis, its affiliates, subsidiaries, and its and their respective officers, directors, employees, agents, licensors, contractors, suppliers, successors, and assigns from and against any judgements, claims, actions, losses, damages, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys' fees and legal expenses) of any kind arising from Customer’s and/or its Agents use of the System or related products, or from or attributable to any breach by Customer and/or its Agents of Customer’s obligations established herein or any privacy, employee, or consumer protection right that is implicated herein and by the System, or Customer’s and/or its Agents infringement, or the infringement or use by any other user of Customer’s account, of any intellectual property or other right of any person or entity. All indemnification duties shall continue in effect even after, and notwithstanding, any subsequent revocation of consent or the expiration or termination of the Agreement or Customer’s and/or its Agents use of the System.
5.5. Customer will be responsible for maintaining the security of Customer’s account, passwords, including but not limited to administrative and user passwords and files, and for all uses of Customer account with or without Overvis’s knowledge or consent.
5.6. THE SYSTEM IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH DATA, CONTENT OR INFORMATION USED FOR OR REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SYSTEM, INTERNET OR THIRD PARTY CLOUD SERVICE PROVIDER INFRASTRUCTURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). OVERVIS AND ITS THIRD PARTY LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK APPLICATIONS.
6.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
6.2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and Agents with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
6.3. Customer acknowledges that Overvis does not wish to receive any Proprietary Information from Customer that is not necessary for Overvis to perform its obligations under this Agreement (including, without limitation, any information protected under applicable privacy laws and regulations), and, unless the parties specifically agree otherwise, Overvis may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
7.1. Except as expressly set forth herein, Overvis alone (and its licensors, where applicable) will retain all intellectual property rights relating to the System and the software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the System and/or the software, which are hereby assigned to Overvis. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the System or any intellectual property rights.
7.2. Customer represents and warrants that Customer owns and will continue to own all worldwide right, title and interest in, or presently holds and will continue to hold a valid license to, all information distributed by or on behalf of Customer through the System (Content) and the intellectual property rights with respect to that Content. If Overvis receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party or any applicable law or regulation (“Claim”), Overvis may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Overvis from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.
8.1. By using or accessing the System, Customer hereby grants to Overvis a worldwide, royalty-free, non-exclusive, irrevocable, sublicensable right and license to use, copy, display, perform, store, distribute and modify Data as necessary to perform the service. “Data” means all electronic data and information submitted by Customer for set up and provisioning of the System, and information created, generated, collected or harvested by Overvis in the furtherance of this Agreement and the security and performance of the System.
8.2. During the term of this Agreement, Customer will supply Overvis with contact details for Customer’s employees, contractors and/or representatives (Contact Data) in order for Overvis to carry out its obligations under this Agreement (for example, to accomplish the provision of the System, allow the Customer to access and use the System, enable Customer’s employees, contractors and/or representatives to access and use the System, and, where applicable, the subscription ordering process as described this Agreement). Overvis hereby agrees to process the Contact Data in accordance with applicable laws, rules and regulations and in compliance with the Overvis Privacy Policy https://www.overvis.com/en/privacy/. Customer shall notify Overvis as soon as reasonably practicable of any amendments required to the Contact Data.
8.3. Location of data. Overvis cannot guaranty that your data is hosted on servers located in your jurisdiction, therefore you are solely responsible to comply with any data localisation requirements and should not use the System in breach of those requirements.
9.1. Notwithstanding anything to the contrary, Overvis reserves the right to suspend or limit Customer’s access to the System if Overvis determines, in its sole discretion, that Customer’s use of the System does or is likely to:
9.1.1. damage the System or interfere with Overvis’s ability to reliably provide the System to other users;
9.1.2. place an unreasonable or unexpected load on the System;
9.1.3. there is a threat or attack on the cloud servers hosting the System (including a denial of service attack) or other event that may create a risk to the System, to Customer or to any other user of the System;
9.1.4. Customer’s use of the System disrupts or poses a security risk to the System or any other user of the System, may harm Overvis’s systems or any other user of the System, or may subject Overvis or any third party to liability;
9.1.5. Customer is misusing the System or using the System for fraudulent or illegal activities;
9.1.6. subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
9.1.7. Customer is using the System in breach of the Agreement;
9.1.8. Customer is in default of Customer’s payment obligations hereunder; or
9.1.9. there is an unusual spike or increase in Customer’s use of the System (collectively, "Service Suspensions").
9.2. Customer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, are subject to change without notice, and may result in Customer’s access to the System being suspended as a result of the actions of other users.
9.3. Overvis will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer’s registered e-mail address) and to provide updates regarding resumption of Customer’s access to the System following any Service Suspension.
9.4. Overvis will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support.
10.1. This Agreement shall continue until terminated in accordance with this Section.
10.2. Overvis may terminate provision of the System and terminate the Agreement by 30 days’ notice to Customer.
10.3. Customer’s access to the System, and any licenses granted hereunder, shall terminate upon any termination of this Agreement.
10.4. After termination, Customer will be provided 30 days term to download any Customer Data accumulated during the use of the System via the download tools that are available as part of the System, or, where such tools are not available, by contacting us at info@overvis.com. After end of such term, Overvis will automatically remove all Customer Data associated with Customer’s subscriptions and use of the System.
10.5. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.
10.6. Customer agrees that upon any termination or cancellation of this Agreement Customer will not be entitled to a refund of fees for any additional work previously performed by Overvis at Customer’s request, and Customer’s obligation to pay any balance due shall survive any such termination or cancellation.
11.1. Overvis will make commercially reasonable efforts to make the System function essentially in accordance with the description published at www.overvis.com and will take commercially reasonable efforts to implement security and resilience measures in relation to the System.
11.2. Overvis does not warrant that the operation of the System or any function contained therein will meet Customer’s requirements, be uninterrupted or error-free, that defects will be corrected, or that the System or the servers that make this service available are free of viruses or other harmful components. The System, software and Overvis proprietary information and anything provided in connection with this agreement are provided “as-is,” without any warranties of any kind. Any use of the System is done at Customer’s sole risk and Customer will be solely responsible for any damage, loss or expense incurred as a result of or arising out of Customer’s use of the System.
11.3. Overvis makes no other warranty, either expressed or implied, with respect to any of the service. Overvis specifically disclaims the implied warranties or conditions of merchantability, fitness for a particular purpose, title or non-infringement.
12.1. Overvis will not be liable for any loss resulting from a cause over which it does not have direct control.
12.2. To the maximum extent permitted by applicable law and regardless of whether any remedy herein fails of its essential purpose, in no event shall Overvis or its third party licensors be liable to customer or any third party arising out of the use of or inability to use the System, under any contract, negligence, strict liability or other theory, for any special, incidental, indirect, punitive or consequential damages whatsoever, including, but not limited to, damages for: loss of profits or revenues, business interruption, cost of procurement of substitute goods or technology, loss of privacy, corruption or loss of data or its integrity, failures to transmit or receive data or any other pecuniary loss whatsoever arising out of or in any way related to the use of or inability to use the System or otherwise in connection with any provision of this agreement, even if Overvis or its third party licensors have been advised of the possibility of such damages.
12.3. The total liability of Overvis and its licensors, whether based in contract, tort (including negligence or strict liability), or otherwise, will be limited only to direct damages demonstrated by sufficient evidence and will not exceed, in the aggregate of the fees paid to Overvis hereunder in the three months period ending on the date that a claim or demand is first asserted. The foregoing limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
12.4. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
13.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.2. This Agreement is not assignable, transferable or sublicensable by Customer except with Overvis’s prior written consent. Overvis may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer.
13.3. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by Overvis, except as otherwise provided herein.
13.4. Neither party shall be liable to the other or responsible for delay or non-performance of any of the terms of the Agreement due to Force Majeure.
13.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Overvis in any respect whatsoever.
13.6. The laws of the Republic of Poland apply to and govern the Agreement.
13.7. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail.
13.8. Amendments. We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. Customer is responsible for regularly reviewing this Agreement for changes. By using the System after we post any changes to this Agreement or otherwise notify Customer of such changes, Customer agrees to accept those changes, whether or not Customer has reviewed them. If Customer does not agree to this Agreement, Customer should not use the System and Customer should cancel Customer’s Subscription.
13.9. No Implied Waivers. If either party fails to require performance of any duty hereunder by the other party, such failure shall not affect its right to require performance of that or any other duty thereafter. The waiver by either party of a breach of any provision of this Agreement shall not be a waiver of the provision itself or a waiver of any breach thereafter, or a waiver of any other provision herein.