TERMS OF SERVICE
Last Updated: 10 July 2025
These Terms of Service govern the use of the website https://overlayy.com/ (the “Website” or the “Platform”) providing white-label cross-device engagement platforms for retail brands aimed at optimizing a seamless shopping experience for consumers across devices and any software applications, implementation, integration, consulting, or related services (collectively, the “Services”) provided by Overlayy Labs Inc. (“Overlayy,” “we,” “us,” or “our”). By accessing or using the Overlayy Site or Services, you agree to be bound by these terms and conditions.
You (“you”, “your”, “user” or “client”) agree to these Terms of Services and the privacy policy available at Privacy Policy (“Privacy Policy”) by accessing, perusing, or otherwise using the website. Before continuing, please carefully read these terms. Throughout your usage of the website, you affirm that you agree to adhere to these terms. Please do not use this website if you disagree with the terms.
Your use of the website is indicative of such acceptance. These Terms of Services shall be enforceable against you in the same manner as any other written agreement (“Agreement”).
Processing of Personal Data:
According to article 3 of the GDPR, these rules only apply between you and Overlayy if and to the extent that your business activity is governed by the GDPR. Overlayy is obligated to process personal data on behalf of the User in the context of the Services offered to the User. This processing is done for the term of these Terms of Services and Privacy Policy.
The processing carried out by Overlayy on behalf of the user is described below:
Giving you the ability to upload your company's logo and graphics to the Overlayy Platform for use in any marketing campaign or automation.
Gathering user consent to send them web push notifications on their browser based on the settings and guidelines you specify;
Gathering un-subscriptions and the user data impacted;
Terms of Use:
Registration: Certain sections of our website can be accessed without registering. However, you would need to register on the website by entering specific personal information such as your name, email address, and website URL in order to access some of its features. You consent to filling out the registration form with true, accurate, up-to-date, and comprehensive information about yourself. The Website may, in addition to any other rights or remedies at our disposal, refuse registration and permanently suspend access to all present or future use of the Website and the services (or any part of them) if you give false, inaccurate, outdated, or incomplete information, or if we have good reason to believe that you have done so.
Your personal information is immediately entered into our database when you register on this website, and it will be handled and managed by the website in compliance with our Privacy Policy. In case of any change in your personal information, you may write to us at hello@overlayy.com or contact us at +1 (508) 333-6375
Subscription Plan and Payment: All services are offered at the prices specified in an applicable subscription order or as mentioned in bilateral contract. At Overlayy's sole discretion, pricing may change prospectively at any time. However, you have the option to cancel a subscription order within 15 of receiving a price adjustment notice, and failing to do so on or before the end of that period will be interpreted as your acceptance of the updated pricing terms. The client consents to pay all fees associated with using the services.
Payment for fees must be made in USD. Fees are determined by the services ordered, not by actual consumption, unless otherwise noted in an applicable subscription order. During the Subscription Term, the Platform Services that have been acquired cannot be reduced.
Unless you and Overlayy have agreed on another payment method, all payments must be paid in advance using a legitimate credit card that Overlayy accepts. You give Overlayy permission to charge your credit card each month in advance for the costs specified in the Subscription Order when you approve a Subscription Order for the Platform Services. You will receive an email notification and your access to the Platform Services will be blocked until payment is made if Overlayy is unable to process your credit card payment automatically for any reason. Interest for late payments will be calculated at a rate of 2% per month, or the highest rate permitted by law, whichever is lower.
Taxes:
Aside from value-added, use, and withholding taxes (“Taxes”), fees do not include any direct or indirect municipal, state, or federal taxes, levies, charges, or other governmental assessments of any kind. The client is in charge of paying any taxes related to the purchases made under this agreement, with the exception of taxes based on Overlayy's property or net income. Client shall pay the relevant amount if Overlayy is legally required to collect or pay taxes for which Client is liable under this Agreement.
Prohibited Activities:
Overlayy undertakes, as far as possible, to assist the User in fulfilling its own obligations. Thus, Overlayy shall:
handle the User's requests to unsubscribe from distribution lists;
process personal data in the manner described above under the heading “Processing of Personal Data” and promptly address any request from the User regarding the processed personal data so that the User can consider, within the time limits set, any potential requests from data subjects (right of access, right of rectification, right of destruction, etc.); and more generally, consider the nature of the processing and assist the User through the necessary organizational and technical measures to comply with their duty to reply to requests made by the data subjects in order to exercise their rights;
forward requests from data subjects to exercise their rights to the User upon receipt, provided that the requests include sufficient details to allow Overlayy to identify the User as the Controller of the data subject's personal information. In the event that such information is insufficient, Overlayy will request that the data subject furnish the necessary information;
offer the User reasonable cooperation and assistance in compliance with the relevant regulations, specifically to help the User ensure the security of personal data, to fulfill its responsibilities in the event of a security breach, and to reasonably assist the User in completing any steps required before processing, such as the implementation of an impact analysis;
The user warrants that it shall while using the Services: (i) comply with the applicable laws and regulations, in particular related to data protection and electronic communication (without the list being exhaustive: GDPR, etc.); (ii) comply with these Terms of Services; (iii) comply with the state of the art and good practices related to electronic communications; (iv) comply with Overlayy's rights as well as with any third party rights; (v) indemnify and hold Overlayy harmless against any fines, penalties, damages, attorneys' fees, and costs resulting from any demands, claims, suits or preceding made or brought by a third party against Overlayy alleging that Overlayy infringes or misappropriates such third party rights;
The user represents and warrants that : (i) the User is accessing and using the Services for professional use only; (ii) their representative is at least 18 years of age and that their representative possess the legal right and ability to enter into these Terms; (iii) their representative is authorized to act on behalf of the legal entity and to bind such legal entity to these Terms;
Intellectual Property Rights:
Overlayy is the owner of the trademarks, logo, and slogans that are used on the website (“Trademarks”). Nothing on this website should be interpreted as giving you permission to use the trademarks without Overlayy's or the third party's express consent. It is completely forbidden that you use the trademarks or any other content on the website for purposes other than those specified in these terms. To the best extent permitted by law, Overlayy will vigorously defend its intellectual property rights. Overlayy requests that its users and content partners respect others' intellectual property. It is against the rights of the copyright owner to post, reproduce, copy, distribute, alter, display, or perform works that are protected by copyright without permission.
You agree to refrain from using any of the website's features to violate anybody else's intellectual property rights as a condition of using the site. Any user who repeatedly violates Overlayy's or others' copyrights or other intellectual property rights will have their accounts terminated and their access to the website blocked. We reserve the right, at our sole discretion, to take these steps at any time, with or without warning, and without imposing any liability on the user whose access is banned or terminated. The user acknowledges that distributing any intellectual property rights they own via the Overlayy website is entirely their responsibility and that they assume all associated risks. Any intellectual property rights violations by other users or other parties are not Overlayy's responsibility.
Confidentiality:
Overlayy will take all reasonable measures to protect user confidentiality and to stop unauthorized disclosure of user confidential information to third parties. Overlayy will not use any user confidential information other than in connection with providing services or exercising its rights under these terms. While Overlayy will put in place industry-standard security measures including a suitable firewall, encryption, and access control, it will not be held accountable for user losses brought on by unintentional confidentiality violations.
Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OVERLAYY NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THE SITES OR SERVICES OR THESE TERMS.
Indemnity:
USER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS OVERLAYY AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, INTERNS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND FEES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL COSTS), ARISING FROM OR RELATING TO: (A) THE USE OF THE WEBSITE BY USER OR ANYONE USING USER'S ACCOUNT; (B) THE VIOLATION OF THESE TERMS OF SERVICES BY USER OR ANYONE USING USER'S ACCOUNT; OR (C) THE VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY, PRIVACY, PUBLICITY, OR OTHER PROPRIETARY RIGHTS BY USER OR ANYONE USING USER'S ACCOUNT.
Termination:
DURING YOUR USE OF ANY OF THE SERVICES, THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT UNLESS TERMINATED BY THE OVERLAYY. BY DELETING ALL OF YOUR PERSONAL DATA THAT YOU HAVE GIVEN TO OVERLAYY AND YOUR USER ACCOUNT WITH OVERLAYY, YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME. WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO SUSPEND YOUR ACCOUNT AND DISCONTINUE THE SERVICES GOING FORWARD IF IT IS DETERMINED BY OVERLAYY THAT YOU HAVE VIOLATED ANY OF THESE TERMS. IT IS POSSIBLE FOR US TO SUSPEND OR TERMINATE YOUR ACCOUNT AND SERVICES WITHOUT GIVING YOU PRIOR NOTICE IN THIS REGARD.
Severability:
If a court or tribunal of competent jurisdiction finds that any of the provisions in these Terms of Services are unlawful, void, or unenforceable, the remaining provisions will still be enforceable to the fullest extent allowed by applicable law, and the unenforceable portion will be deemed to be severed from these Terms of Services. The validity and enforceability of the remaining provisions will not be affected by the decision.
Entire Agreement:
Any previous or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms & Service) are superseded by the Terms of Services, which serve as the entirety of our understanding and agreement with you and govern your use of the Website.
Changes in Terms:
By publishing updates and modifications on our website, we retain the right, at our sole discretion, to amend, replace, or update any portion of these Terms of Services. It is your duty to periodically review this page for any updates. Acceptance of any modifications to these Terms of Services is shown by your continued use of or access to our website after they are posted.
Jurisdiction:
The Terms of Services shall be governed by the laws of United States of America , and the court of State of Delaware shall have exclusive jurisdiction with respect to any dispute arising hereunder.
Grievance Redressal/ Support:
For any queries, grievances or concerns in relation to these Terms of Services, please contact us at hello@overlayy.com or +1 (508) 333-6375.
We will endeavor on a best efforts basis to acknowledge your query/concern or grievance and provide further communication on the same as soon as possible.