the “App” refers to any and all of the iPhone, iPad, or Android-based mobile or tablet applications through which a User can perform field data collection, fill out purchase orders, capture electronic signatures, track expenses, and communicate with other App Users; the App is designed and offered to you to allow you to collect information, transmit information to the Portal and receive information from the Portal;
“Content” means all of the text, pictures, files, links, geolocation data, reports, and other information or material posted, transmitted or stored through the Service;
the “Portal” refers to portions of the Site that you or your employer, prime contractor, agent or other affiliated party remotely accesses through an interface provided by Overproof, to operate the Service, to manage and analyze information submitted by one or more Apps and to communicate with those Apps;
a “Reader” is any User who reads Content through the Service;
a “Sender” is a User who develops, posts, or transmits any Content through the Service;
the “Service” means the full suite of technologies and services that Overproof offers through both the App, the Portal, and the Site;
the “Site” means the websites overproof.com, sixdotsapp.com, overproofteam.com, storetastings.com, or any other webdomain owned and operated by Lymion Group, Inc. or its subsidiaries, through which we conduct our business and operate the Portal; the Site includes both the Portal and other elements of Overproof.com;
“Users” means people who use the Service through the App or the Portal; depending on the context, a User could be you or another User; and
“you” (including “your” and “yours”) means an authorized User of the Service and the business entity that employs the User or asks the User to use the Service, including Users of the App and managers of the Portal, depending on the context.
You acknowledge and agree that Overproof does not allow any illegal activities. You warrant that you will abide by all applicable local, state, national, and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the Content of your transmissions through the Service.
You agree to not use the Service to:
Upload, link to, post, email, or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, pornographic, defamatory, vulgar, obscene, fraudulent, indecent, lewd, libelous, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
Upload, link to, distribute or otherwise publish through the Site any Content that would constitute, assist or encourage a criminal offense or harm minors in any way;
Impersonate any person or entity or falsely misrepresent your affiliation with any person or entity;
Upload, link to, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Upload, link to, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
Upload, link to, post, email or otherwise transmit any Content regarding individuals in violation of applicable privacy or data protection laws;
Interfere with or disrupt the Service or the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
Upload, link to, post, email or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or intercept or expropriate any system, data or personal information;
Distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including junk mail and spam;
Stalk or harass any other individuals;
Collect or store personal data about other Users, other than what the Users have made publicly available;
Use any data mining, robots, or similar data gathering and extraction methods within the Site; Or to pay for or otherwise compensate for services, goods, commercial commitments, or any form of incentive which are in violation of any local, state, or federal laws and regulations, including but not limited to ‘Tied House’ laws, applicable in the country, state, province, county or specific geographic area in which our software and services are being used.
You agree not to access the Service by any means other than through the Portal or the App.
You understand and agree that all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, whether publicly posted or privately transmitted, are the sole responsibility of the Sender from which such Content was originated. This means that you, not Overproof, are entirely responsible for all Content that you upload, post, email, or otherwise transmit via this Service. Overproof does not control the Content posted via the Service, and as such, does not guarantee the accuracy, integrity, or quality of such Content. Each time you provide Content, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other User who is authorized by you or your employer to use the Service the right to download and use such Content. You understand that by using the Service, you may be exposed to Content that is offensive, objectionable, or indecent. Under no circumstances will Overproof be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service. Overproof takes no responsibility and assumes no liability for any Content posted or uploaded by any User or third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, Overproof is not liable for any statements, representations, or Content provided by its Users in any messages, advertisements, or any other interactive areas of the Site. Overproof cannot and does not edit, modify, or even proofread any Content originating from Senders other than itself.
If Content that you submit to the Service contains personal information about yourself, this constitutes your consent for Overproof and the Service to store, transmit, process and modify that information unless and until you take action to delete or modify that information.
OVERPROOF ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH CONTENT, INCLUDING WITHOUT LIMITATION, THE QUALITY OR ACCURACY OF ANY CONTENT AVAILABLE THROUGH THE SERVICE.
Overproof has the right, but not the obligation, to monitor the activity and Content associated with messages, advertisements and any other areas in the Service. Although Overproof has no obligation to monitor the Service, Overproof may investigate any violation of its policies pursuant to a complaint, or based upon its own discovery, and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and/or removal of posted Content. Overproof reserves the right and has absolute discretion, to remove, screen, or edit any Content that violates its terms or is otherwise objectionable. Overproof also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
You understand and agree that Overproof may ask you to register for various reasons. It is expected that you will provide complete and accurate information. If your information is found to be untrue, or incomplete, Overproof has the right to suspend or terminate you from the Service. Overproof reserves the right to terminate any person, group, or company at any time, for any reason.
Overproof is concerned about the safety and privacy of all of its Users, especially children and persons under the legally permitted age for consumption of alcoholic beverages and products applicable in the country or local area he/she is using our Service (“Legal Drinking Age”). For this reason, persons under the Legal Drinking Age are not permitted to use the Service without the supervision of an adult or legal guardian. Overproof requests, but cannot guarantee, that all Users of the Site and Service and all Readers of Content be at least 18 years of age.
All parties involved should use caution and discretion before sharing any credit card information, passwords, account numbers, or any other relevant personal information. You acknowledge and agree that Overproof will not be held responsible or liable for any communications that arise between Senders and Readers from any use of the Service.
YOU AGREE BY REGISTERING AND/OR USING THE SERVICE THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. AMONG OTHER THINGS, THIS MEANS (1) IF YOU ARE REGISTERING FOR AN INDIVIDUAL LICENSE ACCOUNT, YOU MUST BE AN INDIVIDUAL OF AT LEAST EIGHTEEN (18) YEARS OF AGE ENROLLING UNDER YOUR OWN NAME AND (2) IF YOU ARE A DESIGNATED USER REGISTERING FOR A BUSINESS LICENSE/ACCOUNT, YOU MUST BE A BONA FIDE EMPLOYEE OR INDEPENDENT CONTRACTOR OF THE BUSINESS ENTITY IN WHOSE NAME THE LICENSE/ACCOUNT IS HELD, AND YOU MUST BE AUTHORIZED TO BIND THE BUSINESS ENTITY AND BE AUTHORIZED TO REGISTER UNDER THE NAME OF THE BUSINESS ENTITY.
Charges applicable to the Service are set forth in the registration process at the Site and in any registration processes for premium services and supplemental services. In the future, current charges, including billing methods, rates, and surcharges for using Overproof’s Service, may be obtained by completing a registration process for the Service. Overproof may now or in the future offer trial periods without certain fees and charges with specific details provided in the registration process for the Service. Overproof reserves the right to change, revise or modify any charges and to institute any new charges. Such changes, revisions, modifications or institutions of new charges will be effective upon notice but will not apply retroactively to any agreement in effect with you.
If you do not pay by credit card, we will invoice you periodically, as described in your order or our other agreements with you. Accounts which are more than thirty (30) days past due may be subject to deactivation at Overproof’s discretion.
If you pay by credit card, we will charge your credit card in advance on a monthly basis. This is done automatically after you enroll for the Service, until we or you terminate your access to the Service. If you add users in later months, the addition to your monthly charge will be pro-rated through the end of your established monthly billing period. You agree to pay all fees and other charges incurred by you or on your account at the rates in effect during the billing period in which the charges were incurred, including any surcharges incurred while using any premium or supplemental services or features for which a surcharge is made upon you or us. You will pay any and all applicable sales, use and like taxes which accrue as a result of a use of the Service by you or on your account. Delinquent charges (in the event that the credit card lender you selected refuses full payment) are subject to immediate suspension and/or termination without notice. Until Overproof is notified, you will remain responsible for any unauthorized use of Overproof’s service and systems occurring on your license and account, including without limitation all charges.
After termination of your account, we will not charge you again when the next payment is due, but you will not be entitled to a refund for any pre-paid fees.
All payments must be made in United States Dollars or the equivalent in other currencies and net of foreign exchange fees.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Overproof’s reasonable control, but Overproof will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled unavailability of the Service. Notwithstanding anything else in the Agreement or otherwise, Overproof may monitor your use of the Service and use your Content in an aggregated and anonymous manner, compile statistical and performance information related to the provision and operation of the Service, and may make such information publicly available, provided that such information does not incorporate your Content or identify your confidential information. Overproof retains all intellectual property rights in such aggregated information.
You can terminate the Service at any time. Just log-in and click on ‘Close Account’ in the ‘Manage Subscriptions’ section of the Portal. You will not be entitled to a refund for any pre-paid monthly fees, but we will not charge you again when the next monthly or annual payment is due. You will be able to access the Service until the last day of your subscription.
You acknowledge and agree that any correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser. You agree that Overproof will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
You understand and agree that the Service may provide, or third parties may provide, links to other websites or resources. Because Overproof has no control over those sites and resources, you acknowledge and agree that Overproof is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources or for the sites that these sites may link to, including any changes or updates to such sites. You also agree that Overproof will not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. Overproof allows these links as a convenience to the User, and the inclusion of any link does not imply endorsement by Overproof of the Site or any association with its operators.
Because we value your privacy, we have taken the necessary precautions to be in compliance with the California Consumer Privacy Act (“CCPA”). We therefore will not sell your personal data to outside parties without your consent. You have the right not to receive discriminatory treatment by the business for the exercise of the privacy rights conferred by California law.
When we receive information directly from visitors to our website who are citizens or residents of the European Union, that information is likely to include “personal data,” as regulated by the European Union’s General Data Protection Regulation (“GDPR”). As the recipient of this information before the provider subscribes to the Service, we are a “data controller” under the GDPR. As such, we will use that information only for the limited purpose of providing information about our products and services until the person who submitted the information no longer wishes that to occur, and anyone who submits personal data to our website consents to our use of that data for those purposes. As mandated by the GDPR, we will respond to the provider’s requests to delete, correct, transfer, provide information about, and otherwise manage the data you have submitted. You may opt out of any future contacts from us at any time. We provide these rights to anyone who submits information to our website, whether or not he or she is a citizen or resident of the European Union.
If you are using the Service as a customer, you have either enrolled in the Service directly or received authorization to do so from your employer (or if you are not an employee, from a business to which you provide services in another capacity). In those situations, for the avoidance of doubt, in the context of the provision and use of the Service, you are the “data controller” and Overproof is a “data processor” under the GDPR and other applicable privacy or data protection laws and regulations.
You understand and agree that Overproof may engage third parties to process Content on our behalf (sub-processors) in connection with the provision of the Service. List of sub-processors that we have engaged can be found here: List of sub–processors. This list may be updated from time-to-time, so we suggest that you check it periodically.
You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that may or may not be protected by applicable intellectual property rights and other laws. Some of the information provided to you through the Service, by advertisers and other parties, may be protected by copyrights, trademarks, patents, service marks, or other proprietary rights and laws. You agree not to (or allow any third party to) copy, modify, create any derivative works of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service or the software that operates the Site and the Service (the “Software”), in whole or in part. You may not copy any portion of the Site for the purpose of developing any similar websites.
Overproof does not own any Content. Overproof will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content. In the event this Agreement is terminated (other than by reason of your breach), Overproof will make available to you a file of the Content if you so request at the time of termination. The file is delivered via e-mail to your registered e-mail address in unencrypted form. You agree that this is a reasonable form of transmission. Overproof reserves the right to withhold, remove and/or discard Content without notice for any breach, including, without limitation, your non-payment.
Overproof owns the anonymized data, analytics, and insights derived from any Content or from the usage of our Apps, Portal or Site.
You understand and agree that you will have no recourse against Overproof for any alleged or actual infringement or misappropriation of any proprietary right in any Content you submit to us.
Send notice of claims of copyright infringement by registered mail to:
Attn: Legal Department
Lymion Group, Inc.
425 NW 26th Street
Miami, FL 33127
By using the Service or accessing the Site, you expressly understand and agree that:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OVERPROOF SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF OVERPROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY OF USE OF THE SERVICE, OR THE MATERIALS OR CONTENT ON THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO OR FROM THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF CONTENT; (4) STATEMENTS OF CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SERVICE. IN ADDITION, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL MONTHLY RECURRING REVENUE OVERPROOF RECEIVED IN THE 12 MONTHS PRECEDING THE CLAIM.
Overproof will not be held liable for the consequences of any interruptions, errors, or loss of any data.
You acknowledge and agree that Overproof will not be held responsible or liable for any unlawful or otherwise improper acts performed by any third parties. This includes, but is not limited to, acts of hacking or any other means of disrupting data or preventing access to Service, transmitting viruses, deleting files, obtaining or misusing personally identifiable data, corrupting data, or otherwise interfering with the Site.
Some jurisdictions do not allow the exclusion of certain warranties, or the limitation or exclusion of liability for incidental, or consequential damages, accordingly, some of the above limitations of the sections above may not apply to you.
Except as explicitly stated otherwise, any notices should be sent to us by postal mail to:
Lymion Group, Inc.
425 NW 26th Street
Miami, FL 33127
We will send our notices by email to the email address you specified during registration. Notice will be deemed given 24 hours after sent, unless we are notified that the email was returned to us as undeliverable. Alternatively, we may give notice by certified mail, to the mailing address you provided during registration. In such cases, notice will be deemed given 3 days after the date of mailing.
The Managed Services are offered, managed and delivered by Overproof TEAM, LLC, a full subsidiary of Lymion Group, Inc.. Overproof TEAM, LLC, including its parent company and its subsidiaries, any and all of its officers, directors, employees, independent contractors, agents, licensors, and suppliers (“Overproof TEAM”) is in the business of offering, within the limitations of local, state, and federal laws and regulations, the following services (the “Managed Services”):
Overproof TEAM aims to perform such Managed Services in a diligent and workmanlike manner and, when applicable, in compliance with our Code of Conduct, which can be found on www.overproofteam.com/code. Overproof’s Code of Conduct is intended as a guideline and does not serve as a commitment or guarantee that Overproof shall execute its Managed Services in full compliance with its own Code of Conduct. Overproof holds the right to update or change its Code of Conduct from time to time.
Unless otherwise specified in each order form connected to the Managed Services (the “OPT Order Form”), the following terms and conditions apply:
Some goals defined in an OPT Program may include monthly phasing of the goals. This monthly phasing is intended for tracking, planning, and visibility purposes only. Though we task our team to plan their work in accordance with the monthly planning, the aggregate of any monthly phased goals is the final goal for each OPT Program.
Unless a goal in the Order Form is assigned specifically to a Product or selection of Products, the goals set forth in an Order Form may be accomplished with one Product or any combination of the Products included in the program specified in the Order Form.
Some Order Forms may include sales estimates. Our sales estimates are based on our in-field experience with executing market activations and benchmarked by Overproof’s data on the current consumer, menu, and sales trends for specific product categories in each of the targeted markets. Our sales estimates typically vary based on the composition and the duration of the agreed Managed Services for each market and the maturity of a market.
We also factor in specific customer requirements, as target accounts or signature serves. In compliance with federal, state, and local laws, we cannot guarantee the desired sales effect as a result of any of our Managed Services. Therefore, we cannot commit to a sales volume; however, our data-backed projections are typically more accurate than most other agencies. Please be aware that any changes to the program during the execution of a program will inevitably affect our initial sales estimate.
For one-month programs, the total program fee shall be payable prior to the Start Date of the program, as defined in the OPT Order Form.
For two-month programs, fifty percent (50%) of the total program fee shall be payable prior to the Start Date of the program. The remaining fifty percent (50%) of the total program fee shall be payable on the first day of the second month.
For programs longer than two months, forty percent (40%) of the total program fee shall be payable prior to the Start Date of the program. The remaining balance shall become payable in equal parts over the months following the first month of the program. Each part shall be payable on the first day of the month.
Overproof TEAM’s relationships in the markets are among the biggest assets of Overproof TEAM. On behalf of your brand(s), we commit to consumer and trade activations, brand training and sampling events 30-45 days in advance. Sometimes longer. To deliver on these commitments, we rely on the budgets made available for the Products. Therefore, Overproof TEAM shall not engage, or immediately cease to engage with its partners and customers when a payment is late by more than 5 business days. This policy serves both Overproof TEAM as well as our Customer and the reputation of its Products.
Customer shall indemnify, defend and hold Overproof TEAM harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Overproof TEAM incurs as a result of having performed consulting services for or on behalf of Customer.
The Customer confirms it is knowledgeable and fully up-to-date on any local, state, and federal regulations, including but not limited to ‘Tied House’ laws, applicable to the markets or areas in which the Customer contracts Overproof TEAM to perform Managed Services.
The Customer shall never knowingly contract Overproof TEAM to perform any Managed Services that violate or may violate any law or regulation. In case of doubt, the Customer warrants it shall seek legal consultation prior to contracting or requesting Overproof TEAM to execute any Services on behalf of the Customer. The Customer warrants that any and all of its officers, directors, employees, and affiliates refrain from asking, suggesting, or indirectly requesting Overproof TEAM to perform any Managed Services that may violate any applicable laws or regulations.
Customer agrees to defend, indemnify and hold Overproof TEAM harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, any and all contracted brand activations and events hosted by, executed by or managed by Overproof TEAM.
Unless otherwise approved in writing, for the term of any Order and twelve (12) months beyond, the Customer will not offer employment to any employee or individual subcontractor of Overproof or Overproof TEAM who performed professional services under this Agreement or any related Order, or contract with, either individually or through a third party, any such employee or individual subcontractor of Overproof or Overproof TEAM.
In these Professional Services Terms, we refer to ourselves as “Overproof,” “we,” “us,” “our,” etc. Also, throughout these Professional Services Terms, “you” (including “your” and “yours”) means the business entity or individual that executed the sales order form or statement of work (each a “Custom Service Order”) for professional services from Overproof. Capitalized terms that are not defined in these Professional Services Terms have the meanings given to them in the Overproof Terms.
“Developed Software” means software created or owned by Overproof identified as a Deliverable in a Custom Service Order and delivered by Overproof in accordance with specifications developed during the professional services or set forth in the relevant Custom Service Order. Developed Software may consist of Custom Software and/or Overproof Software, as defined below.
Overproof retains all rights to Developed Software. Upon payment of all required Fees, Overproof hereby grants you a non-exclusive, fully-paid, non-transferable, perpetual license to use the Developed Software in the United States of America for your internal business purposes.
“Third Party Software” means software owned by a third party and delivered by Overproof to you. Third-Party Software is either licensed directly by you from the third party or through Overproof as the sublicensor. Your rights in the Third Party Software are set forth in the license agreement between you and the third party or the sublicense from Overproof, as applicable.
Overproof warrants that the professional services provided hereunder will be of a professional quality conforming to generally accepted industry standards. In addition, Overproof represents and warrants that (a) none of the professional services or any part of this Agreement is or will be inconsistent with any obligation Overproof may have to others; (b) the professional services as they are delivered to you will not infringe, misappropriate or violate any copyright or trade secret of any person or entity; (c) Overproof has the full right to provide you with the assignments and rights provided for herein (including without limitation, through execution of appropriate written agreements with its employees, agents, and contractors).
IN ADDITION, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE PROFESSIONAL SERVICES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL MONTHLY RECURRING REVENUE OVERPROOF RECEIVED FOR ITS PROFESSIONAL SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THE FOREGOING WARRANTY IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE SPECIFICALLY DISCLAIMED.
Overproof, at its expense, will defend you against any claim that the Developed Software provided hereunder infringes or violates any copyright or trade secret of a third party, and will pay all costs and damages finally awarded or agreed upon in settlement; provided that you give Overproof prompt written notice of such claim, sole authority to defend or settle the claim and reasonable assistance in defending the claim. Overproof will obtain for you the right to continue using the Developed Software, or replace or modify the Developed Software so that it becomes non-infringing. Overproof will not have any liability under this Section if the alleged infringement is based upon your modification of the Developed Software or your combination of the Developed Software with other technology not provided or approved by Overproof or any use of the Developed Software by you, which is in violation of the Overproof Terms. This Section states your sole and exclusive remedy with respect to third-party infringement claims.
Overproof is an independent contractor. You will have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of Overproof’s employees. Overproof shall be permitted to use subcontractors to provide services under this Agreement, provided that Overproof shall be responsible for the performance of its subcontractors.
Unless otherwise approved in writing, for the term of any Order and twelve (12) months beyond, you will not offer employment to any employee or individual subcontractor of Overproof who performed professional services under this Agreement or any related Custom Service Order, or contract with, either individually or through a third party, any such employee or individual subcontractor of Overproof.
When using our Site, downloading our application or purchasing our service, as appropriate, you may be asked to enter your name, e-mail address, mailing address, phone number or credit card information. You may, however, visit our Site anonymously.
While you use our Site, we may collect information based on your interaction with our Site or from the devices or computers you use to access the Site, including web log information, page views, IP addresses, geographic location (if detectable from a mobile device).
Any of the Personal Data we collect from you on the Site may be used in any of the following ways:
Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email. If you would like to have your contact profile deleted from our system, you can do so here.
We implement a variety of industry-standard security measures to maintain the safety and security of your Personal Data. Your Personal Data will be accessible by those authorized with special access rights to our systems and are required to keep your Personal Data confidential.
We do not sell, trade, or otherwise transfer to outside parties your Personal Data. This does not include trusted third parties who assist us in operating our Site or service, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our Site policies, or protect our or others’ rights, property, or safety. We may also share your Personal Data with another organization that buys our business assets.
We store your Personal Data on our servers located in the US.
We may transfer your Personal Data to the following countries:
And only for the following reasons:
You hereby consent to the trans-border transfer of your Personal Data as set out above.
We have implemented appropriate technical and organizational controls to protect your Personal Data against unauthorized processing and against accidental loss, damage or destruction. You are responsible for choosing a secure password when we ask you to set up a password to access parts of the Site or our service. You should keep this password confidential and you should choose a password that you do not use on any other website. You should not share your password with anyone else.
Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your Personal Data to outside parties without your consent.
When we receive information directly from visitors to the Site who are citizens or residents of countries in the European Economic Area (“EEA”), that information is likely to include “personal data,” as regulated by the European Union’s General Data Protection Regulation (“GDPR”). As the recipient of this information (generally, just contact information), we are a “data controller” under the GDPR. As such, we will use that information only for the limited purpose of providing information about our products and services until the person who submitted the information no longer wishes that to occur, and anyone who submits personal data to the Site consents to our use of that data for those purposes.
If you are using the Overproof service as a customer, you have either enrolled in the Overproof service directly or received authorization to do so from your employer (or if you are not an employee, from a business to which you provide services in another capacity).
If you have enrolled in the Overproof service directly, then we are a “data controller” under the GDPR with respect to any Personal Data you submit through the Overproof service.
If you have received authorization to use the Overproof service from your employer, we have entered into a contract with the business you work for, and that contract will govern how we handle any information that you submit to our services on behalf of the business you work for. Under the GDPR, we are the “data processor” of this information, and the business you work for is the data controller. We comply with our agreements with data controllers, which generally give the data controllers full decision-making power regarding the collection, storage, processing, modification, deletion, and transfer of any information submitted to our products.
As mandated by the GDPR, you can contact us with regard to the following rights in relation to your Personal Data:
Whenever we transfer your Personal Data out of the EEA, we put in place at least one of these safeguards:
Cookies can roughly be divided according to their functionality. Most commonly used are the following types of cookies:
They are essential in order to enable you to move around the website and use its features, such as accessing secure areas of the website. Without these cookies services you have asked for, like shopping baskets or e-billing, cannot be provided. We use, e.g., cfduid cookie to identify trusted web traffic and m-b cookie to ensure visitor browsing security by preventing cross-site request forgery.
This type of cookies allow the website to remember any choices you make about the website (such as changes to text size, customized pages) or enable services such as commenting on a blog. We use these cookies e.g. to identify visitor across devices and visits to optimize chat-box function on the web-site or to remember user’s language version of website.
Performance cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. These cookies don’t collect information that identifies a visitor. All information these cookies collect is aggregated and therefore anonymous. It is only used to improve how a website works. We use them e.g. to control loading of Google Analytics script tag, generate statistical data how visitor uses website and to optimize website’s relevance towards visitor.
They are set by digital advertising businesses for the prime or sole purpose of managing the performance of adverts, displaying adverts, and/or building user profiles to determine the display of adverts elsewhere. They remember that you have visited a website and this information is shared with other organisations such as advertisers. On our website we use both marketing cookies placed by Overproof, Inc. and those placed by third parties (e.g. Google, d.adroll.com, LinkedIn, Facebook)
Some cookies remain in your browser during your browser session only, i.e. until you leave the website after what they are destroyed. These are called “session cookies”. Other cookies can remain in your browser for various times, depending on their set expiry date (hours, days, years). These are “persistent cookies”. Persistent cookies are used to remember e.g. log in details. Also, they are used to track visitor behavior as you move around a site, and this data is used to try and understand what people do and don’t like about a site so it can be improved. You can delete them any time before expiry date.
Please notice that by using this website, you agree that we can place these cookies on your computer/device for the stated purposes.
Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via these links:
Please beware that blocking all cookies will have a negative impact on the usability of many websites. Consequently, if you block all cookies, maybe you will not be able to use all the features on our website.
Lymion Group, Inc. (Overproof)
425 NW 26th Street
Miami, FL 33127
or via e-mail at:
The purpose of this Code of Conduct is to define standards and guidelines governing work undertaken by Lymion Group Inc. employees and its third-party providers.
During the course of work, an employee or contractor may become aware of confidential information about Overproof’s business, including but not limited to information regarding pricing, products, and new product development, software and computer programs, marketing strategies, suppliers and customers, and potential customers. An employee or contractor also may become aware of similar confidential information belonging to Overproof’s clients. It is extremely important that all such information remains confidential, and particularly not be disclosed to any Overproof competitors. Any employee or contractor who improperly copies, removes (whether physically or electronically), uses or discloses confidential information to anyone outside of Overproof may be subject to disciplinary action up to and including termination of employment or contract. Provisions of the Employment Agreement or a contractor’s Scope of Work, assignment or contract related to Confidential and Proprietary Information, Non-Solicitation, Non-Compete and Non-Disclosure supersede this Section.
If an employee or contractor fails to adhere to and/or violates this Code of Conduct or general norms and values, he or she may be subject to disciplinary action, up to and including termination of employment or contract, depending on the nature, severity and frequency of the violation.
In all cases not covered by this Code of Conduct, the Executive Board of Overproof will decide.
For any questions about this Code of Conduct, please contact the Human Resources Department at: firstname.lastname@example.org