Terms of Service

Upon signing up for certain Overpass Services, you must first create a User Account. This may require you to provide certain registration data including personal information which may be necessary to administer your Overpass account, such as your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Overpass Services will primarily be used, email address, contact phone number, credit card information, user name, password and any other data which Overpass may deem to be necessary (“Registration Data”). You may not select a name that you do not have the right to use, or another person’s name with the intent to impersonate or deceive that person or any other person. Nor may you select a fictitious name with an intent to deceive. You may not transfer your account to anyone else without our prior written permission. You hereby consent for any personally identifiable Registration Data to be shown by us to other members of the public, including other Users of Overpass Services in accordance with our Privacy Policy.

Overpass may refuse to allow you to create a User Account (or may decide to cancel your User Account) for any reason in its sole discretion. You represent and warrant that the Registration Data and all other information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Registration Data that is, or that Overpass suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Overpass has the right, in its sole discretion, to cancel your User Account, suspend or terminate your use of any and all Overpass Services and refuse any and all current or future use of all Overpass Services by you, your business(es), affiliates and all users of your User Account. Upon entry of all Registration Data and acceptance of this Agreement, Overpass will provide you with, as applicable, a password(s) (which Overpass may allow you to select within certain guidelines), username or user ID(s), and other account information.

You hereby represent that you are of legal age to form a binding contract or have obtained parental or guardian consent to do so. You further represent that you are legally able to accept these Terms and that you are not a person barred from receiving and using Overpass Services under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use Overpass Services. If you do not agree to all of these Terms, you may not use Overpass Services.

You will only use Overpass Services for your own personal or business use and only in a manner that complies with all laws that apply to you. If applicable laws prohibit your use of Overpass Services, then you are not authorized by us to use Overpass Services. Overpass cannot and will not be responsible for your use of Overpass Services in a way that violates any law.

You are personally responsible for all activity that takes place when any Overpass Service is accessed through your User Account, whether or not you authorized that activity. Therefore, if you create a User Account, please maintain confidential your username and password. You agree and acknowledge that your login information may only be used by one (1) person, and that you will not share a single login among multiple people. You understand and agree that Overpass is not and will not be liable for any loss or damage arising from your failure to protect your username and password or other User Account information. You agree that you will immediately notify Overpass of any unauthorized use of your password or User Account, or any other breach of security involving Overpass. In no event shall Overpass be liable for any unauthorized use of your User Account. You may contact Overpass at any time at help@overpass.com to request Overpass to unregister your account or Overpass may choose to provide Users with the ability to unregister their User Account(s) online.

Overpass is a technology company that creates, among other things, web-based and mobile-based business communications software, services, and applications. Among the Overpass Services is an Integrated Call Center Software product that provides full enterprise-level functionality without the need for user-end hardware or software installation. Overpass also provides access to a unique Online Marketplace where businesses (“Clients”) may find Independent Contractors (“Contractors”) from around the World to perform sales- and support-based tasks and which provides Customer Engagement Software that allows Clients to deploy Contractors. The Customer Engagement Software also enables Clients and Contractors to perform automatic remote monitoring of Contractors’ work-related activities and provides automated invoicing and billing.

3.1 Overpass Customer Engagement Software Billing and Payments.

There is no cost to join Overpass. There are two primary ways to obtain access to the Overpass Customer Engagement Software. Each is priced differently.

A “Talent Only Seat” is one in which you retain a Contractor through the Overpass Online Marketplace to perform services. In this case, Overpass acts as an online payment facilitator for disbursing payments to the Contractor on a weekly basis. A Talent Only Seat has the following additional characteristics:

• A Talent Only Seat is obtained on an annual basis and is billed at the rate of $160 per month.
• A Talent Only Seat is Activated when a Contractor accepts a Client’s offer for a given job posted on the Overpass marketplace.
• Monthly: The first Talent Only Seat creates the Client’s billing cycle and is prorated for the first month. Thereafter, the Client’s billing cycle starts on the first day of each month.

A “Talent & Tech Seat” is one in which you retain a Contractor through the Overpass Online Marketplace to perform services using the Overpass Customer Engagement Software. In this case, Overpass acts as an online payment facilitator for disbursing payments to the Contractor on a weekly basis. A Talent & Tech Seat has the following additional characteristics:

• A Talent & Tech Seat is obtained on an annual basis and is billed at the rate of $240 per month.
• A Talent & Tech Seat is Activated when a Contractor accepts a Client’s offer for a given job posted on the Overpass marketplace.
• Monthly: The first Talent & Tech Seat creates the Client’s billing cycle and is prorated for the first month. Thereafter, the Client’s billing cycle starts on the first day of each month.

An “Invited Seat” is one in which you retain a contractor independent of the Overpass Online Marketplace. In this case, you pay the contractor directly and Overpass does not act as an online payment facilitator. An Invited Seat has the following additional characteristics:

• An Invited Seat is is obtained on an annual basis and billed at the rate of $120 per month
• An Invited Seat is Activated when a Contractor invites a user and the user registers with Overpass by obtaining a User Account.

Talent & Tech Seats and Invited Seats come with an assigned telephone number (“DID”), unlimited inbound and outbound calling minutes (subject to any limitations herein) and unlimited access to the Overpass Customer Engagement Software suite.

You may obtain any number of “Talent & Tech Seats” and/or “Invited Seats” to use the Overpass Customer Engagement Software for a separate fee for each seat. License fees are published on the Overpass Website and are subject to change at any time. For existing customers, any increase will not go into effect until your next billing cycle or contract period. Thereafter, unless terminated by you or us as provided herein, your account will renew automatically at the then-current pricing based on your Seat’s renewal cycle. We will provide you with at least fifteen (15) days’ advance notice of a license fee increase, and you will then have fifteen (15) days in which to cancel your renewal before the new price goes into effect.

If you do not provide your credit card or other payment information to Overpass, or if your credit card becomes invalid or unusable by Overpass for any reason, and you have not updated your payment method with Overpass in time for your next billing, Overpass will deactivate your account and prevent access. If this occurs, you will relinquish all your contacts and associated data. Further, if you do not update your card or payment method such that your payment is made in full within fifteen (15) days after receiving notice that your payment has been declined in whole or part, the entire balance of your subscription(s) will become immediately due.

Overpass Services provide an interface for the account owner to change credit card information (e.g., upon card renewal). At our discretion, we may provide the account owner with a receipt upon each payment received.

3.2 Modifying Your Subscription.

If you are a Client and choose to upgrade your current subscription plan or increase the number of Contractors during your elected subscription period, Overpass will prorate the first month of the additional Seat licenses and charge that amount to your account and credit card. Thereafter, additional Seat licenses will be billed on the first of the month along with the original Seat license. Regardless of your billing cycle, there are no refunds or credits for partial months of service, plan downgrades, or refunds for unused time (if applicable) if you close your account before the end of your subscription period. No exceptions will be made in order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base. Downgrading your plan level may cause the loss of content, features, or capacity of your account and Overpass does not accept any liability for such loss. Overpass reserves the right to require payment by credit card in advance of services. If Overpass agrees in its sole discretion to invoice for services on a case-by-case basis, it may also require credit checks before agreeing to do so.

3.3 Overdue charges.

If you fail to pay your subscription fee on time, or if your credit card payment information is entered in error or does not go through for processing and you do not update payment information within 30 days or upon our earlier request, your account will be deactivated, and you will lose access to any and all data within your environment, including all contacts and associated data.

3.4 Billing Privacy.

Overpass uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use your billing information except to process your credit card information for Overpass. For more information about our billing practices and your personal information please visit our Privacy Policy.

3.5 Taxes.

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Overpass based on its income. We will charge you for such Taxes if we believe we have a legal obligation to do so.

3.6 Billing Disputes.

Clients have fifteen (15) days after receiving a receipt for payment to Overpass Services in which to initiate a dispute by emailing Overpass at billing@overpass.com, otherwise you agree that you have waived all rights with respect to the time period for such billing/invoice. Overpass will respond to any inquiry or dispute with respect to billings within thirty (30) days of receipt of a written inquiry or dispute, but until resolved, you agree to pay all invoices in a timely fashion, even those subject to dispute. You agree that you will initiate a dispute with Overpass and seek resolution informally under the informal dispute resolution process of Section 13.8 prior to filing a dispute with your credit card company. If you fail to initiate a dispute with Overpass first, and do not allow for the 30 days response time, you acknowledge that you thereby waive your right to file a dispute with your credit card company.

THE FOREGOING DOES NOT APPLY TO DISPUTES CONCERNING AMOUNTS OWED TO A CONTRACTOR UNDER A CONTRACTOR SERVICE AGREEMENT, WHICH IS GOVERNED BY SECTION 4.4. AS STATED THEREIN, CLIENT WILL HAVE TWO (2) DAYS (FROM 12AM EST MONDAY UNTIL 11:59PM EST TUESDAY) TO CHALLENGE ANY PORTION OF THE BILL FOR A GIVEN WEEK.

4.1 Overpass is Not a Party to Contractor Service Agreements

The Overpass Online Marketplace is an Overpass Service comprising an online venue where Contractors sell and businesses (referred to in these Terms of Service as “Clients”) buy freelance sales - and support-based services to be performed by the Contractors for the Clients. Overpass hosts the Online Marketplace, which may be used to post availability and experience, locate Contractors, generate “Contractor Service Agreements”, perform and monitor “Contractor Services” and arrange payment for “Contractor Service Fees.” However, Overpass is not a party to any Contractor Service Agreements between Contractors and Clients who have located each other in the Online Marketplace. Nor is Overpass a party to any dispute between Clients and Contractors. However, Overpass does provide a mandatory informal dispute resolution process as described in Section 13.8 below. Notwithstanding the foregoing, all Contractors and Clients agree to appoint Overpass as a third-party beneficiary of their Contractor Service Agreements for the limited purpose of enforcing any obligations owed to, and any benefits conferred on, Overpass under these Terms of Service, including but not limited to challenging any effort by a Contractor and/or Client to expand Overpass’s obligations or restrict Overpass’s rights under these Terms of Service.

Subject to these Terms of Service, Overpass maintains and provides Contractors and Clients with access to the Overpass Services, allows Contractors and Clients to (among other things) locate each other, communicate with each other, enter into agreements by which a Contractor agrees to perform services for a Client (hereinafter, “Contractor Services”) under the terms and conditions specified in this Section 4 (hereafter “Contractor Service Agreements”), assign and perform Contractor Services, monitor, invoice and pay for such Contractor services (hereinafter, “Contractor Service Fees”), and coordinates all disputes related to Contractor Service Agreements. If a Client and a Contractor agree on terms for Contractor Services to be performed by the Contractor, a Contractor Service Agreement is formed directly between such Client and Contractor, subject to the provisions set forth in this Section 4. When a Client and a Contractor enter into a Contractor Service Agreement, the Client and Contractor may use the Overpass Customer Engagement Software to engage, communicate, perform, monitor, invoice and pay for Contractor Service Fees online. You acknowledge and agree that use of Overpass Website, Services and Applications to facilitate the foregoing operations does not create an employment, independent contractor, or any other type of business relationship between Overpass and Client and/or between Overpass and Contractor and does not alter the nature of the independent contractor relationship between Contractor and Client.

4.2 Contractor Service Agreement Terms

Unless otherwise expressly agreed to in writing by both Client and Contractor, the default terms and conditions of the Contractor Service Agreement that a Client and a Contractor enter directly when the Contractor agrees to provide services to the Client are as set forth in this Section 4. Clients and Contractors may agree between them on any additional or different terms for their Contractor Service Agreement as long as such terms do not affect the rights or responsibilities of Overpass or violate these Terms.

All Users of Overpass Services and Applications agree that the terms concerning the Contractor Service Agreement described herein and/or on the Overpass Online Marketplace and/or the Overpass Website (www.overpass.com), including Contractor Service Fees, hours, and status-based billing, form part of the Contractor Service Agreement. Any Overpass User who enters into a Contractor Service Agreement with another User agrees to obtain the consent of the other User before making any changes to the Contractor Service Agreement by adding additional or different terms or making other changes to the Contractor Service Agreement. Proposed changes must be transmitted by a User to another User by a mechanism provided by Overpass solely for that purpose in order for the proposed changes to have any effect. The other User may reject such proposed changes by formally rejecting them or by terminating the Contractor Service Agreement (see Section 4.6) or accept such changes by formally accepting the proposed changes or by simply continuing to work on the Contractor Service Agreement.

4.3 Independent Contractor Services

Contractor agrees to personally perform, by himself or herself, services for any Contractor Service Agreement under which the Contractor is working. Contractor and Client acknowledge and agree that Contractor, and not Overpass, will be responsible for timely and professionally completing all work that Contractor is assigned by Client while working as an independent contractor under a Contractor Service Agreement.

Contractor agrees that all services performed under a Contractor Service Agreement will be performed in a professional, workmanlike and timely manner and that Contractor will timely deliver to Client any agreed upon materials. If a Contractor accepts an interview or a task from a Client and does not appear for the interview or task, or disappears from a task without providing notice to the Client, Overpass reserves the right to temporarily or permanently block the Contractor’s access to the Overpass platform.

Absent a written agreement to the contrary, the Contractor is engaged by Client as an independent contractor and not an employee. Thus, in the absence of a written agreement to the contrary, the manner and means of performing the services will be determined and controlled solely by the Contractor. The foregoing applies even if the Contractor uses the Overpass Customer Engagement Software or other Overpass Application to perform the work, and the work that is compensable is specified by the Client. In such case, Client will use the Overpass Customer Engagement Software or other Overpass Application to specify the activities, timing and other details of service that must be followed by Contractor to be entitled to payment pursuant to the Contractor Service Agreement. Those details may be monitored automatically by the client using the Overpass Customer Engagement Software or other Overpass Application to provide “Status-Based Billing”. However, performance of the services under the details specified by the Client will merely dictate whether and for what services the Contractor is entitled to payment. Client understands and agrees that if Client dictates the precise manner in which Contractor performs the services, the Contractor may not be deemed to be an independent contractor by the applicable governing authorities.

To ensure accurate billing, work billed for Contractor Service Agreements under a Contractor’s User Account must be performed by the Contractor that has the User Account. The Contractor that has the User Account remains responsible for all services performed under the Contractor Service Agreements, including ensuring that the services comply with these Terms (including confidentiality and intellectual property obligations).

Contractor and Client acknowledge and agree that Contractors are not employees, independent contractors or agents of Overpass. Overpass merely provides the systems and Overpass Services for Contractors to communicate, share and exchange information with Clients. Contractor acknowledges and agrees that they will not be directly or indirectly providing any services to Overpass. Contractor understands and agrees that the terms of the Contractor Service Agreement, including pay rate, work hours, service dates and working conditions will be established by agreement between Contractor and Client through the Overpass Services, and not by Overpass.

Contractor and Client acknowledge and agree that Overpass does not in any way supervise, direct, or control Contractors. Overpass provides a default Contractor Service Agreement, which is a contract between a Client and a Contractor. Users may choose to use the default Contractor Service Agreement or may alter its terms at their discretion. Overpass does not set Contractors’ contract terms (including rate, nature of work, work hours, work schedules, or location of work). Contractor and Client acknowledge and agree that Overpass licenses use of the Overpass Services and Applications, including the Overpass Customer Engagement Software, for use by Users but Overpass will not provide Contractor with training or any equipment, labor, or materials needed to perform for a particular Contractor Service Agreement, and that Overpass does not provide the premises at which the Contractors will perform services.

4.4 Invoicing and Client Payments

For Status-Based Billing Contractor Service Agreements, Client becomes obligated for Contractor Service Fees on a weekly basis. The Overpass Customer Engagement Software will generate an itemized bill for the Client specifying the types of activities performed by the Contractor while logged in and using the Overpass Customer Engagement Software while logged in during the contracting period. Client will have two (2) days after being provided with an itemized bill to review and challenge any portion of the bill for a given week. Stated otherwise, the Client will have until 11:59pm EST on Tuesday, the end of the second day after being provided with the itemized bill, to review and challenge any portion thereof. Thereafter, the bill will be deemed undisputed and payable by Client. Any dispute between Client and Contractor as to the amount owed by Client to Contractor under a given invoice shall be governed by Section 4.5, the dispute resolution provisions set forth in Sections 13.8 and 13.9, and any additional dispute resolution provisions that apply to your particular Contractor Service Agreement.

Client and Contractor recognize that work done by a Contractor outside the Overpass Platform will be recorded as “off-system”. A Contractor’s “Off-system” time is tracked by Overpass and displayed on the invoice as "Off System”. If the Contractor performed work authorized by a Client that is tracked as “Off System”, the Client is expected to make the appropriate adjustments on the invoice so that Overpass can accurately bill the client and forward the Client’s payment to the Contractor.

4.5 Dispute Resolution

With respect to disputes arising between Client and Contractor, you agree to abide by the dispute resolution provisions set forth in Sections 13.8 and 13.9 and any additional dispute resolution provisions that apply to your particular Contractor Service Agreement.

4.6 Termination of a Contractor Service Agreement

Client or Contractor has the right to terminate the Contractor Service Agreement at any time, or immediately on the end date specified in the Contractor Service Agreement and/or upon completion of the Contractor Services, or in the event of a material breach. Client and Contractor have the option to terminate a Contractor Service Agreement through the “Workforce Management” Tab using the Overpass Customer Engagement Software. Except as required by law, Client remains obligated to pay the Contractor Service Fees for any services provided prior to termination of a Contractor Service Agreement.

Once a Client’s Payment Method has been charged to make a payment, Client does not have the right to recover any payments already released to a Contractor. In the event Client continues to dispute any payment already charged to Client’s Payment Method, Client agrees to utilize the dispute resolution provisions set forth in Sections 13.8 and 13.9, and any additional written dispute resolution provisions that apply to your particular Contractor Service Agreement.

4.7 Client is Responsible for Classification of Contractor as Employee of Client or Independent Contractor

Client agrees to be solely responsible and to assume all liability for determining whether Contractor is properly classified as an independent contractor or an employee and for engaging Contractor based on the appropriate determination. Overpass disclaims any liability for such determination. These Terms of Service do not create a partnership or agency relationship between Users and/or Overpass. Client and Contractor recognize and acknowledge that they have no authority to enter into written or oral (whether implied or express) contracts on behalf of Overpass. For Contractor Service Agreements classified as independent contractor relationships, Client may not require an exclusive relationship with the Contractor. A Contractor that is classified as an independent contractor is free at all times to provide services to persons or businesses other than Client, including any competitor of Client, subject to any confidentiality requirements.

Overpass does not employ or classify Contractors retained by Clients. Overpass merely provides the Overpass Website and the Overpass Services and Applications including the Overpass Customer Engagement Software and Overpass Online Marketplace for Contractors to offer their services and to communicate with and share information with Clients. Client and Contractor understand and agree that the pay rate, work conditions, and work dates will be established or confirmed by the Client and/or Contractor, and not by Overpass, and that Contractor will not have any contract with Overpass regarding such service terms. Any job posting, proposal, pay rate, rating, review, work experience posting, or other information accessed through the Overpass Website or Overpass Services is solely for the purpose of enabling Contractor to communicate with Clients and vice versa. Contractor acknowledges and agrees that he/she is not an employee of Overpass, that he/she will not be providing any services to Overpass (directly or indirectly), and will not at any time represent, assert or claim to be or have been an employee, independent contractor or agent of Overpass.

Contractor understands and agrees that Overpass Services include software for monitoring Contractor’s work status and recording and reporting cumulative time worked by Contractor to the Client(s) with whom Contractor has entered into a Contractor Service Agreement(s). Client agrees to review all time/work status logs prepared by the Overpass Services and to pay the Contractor for the time worked as reflected in the status logs.

4.8 Non-payment

If Client fails to pay Contractor Service Fees owed to a Contractor under a Contractor Service Agreement or any other amounts due under these Terms of Service, whether by canceling Client’s credit or debit card on record with Overpass, initiating an improper chargeback, or by any other means, Overpass may suspend or close Client’s User Account and revoke Client’s access to the Overpass Services, including Client’s authority to use the Overpass Services to process any additional payments, enter into Contractor Service Agreements, or obtain any additional Contractor Services. Without limiting other available remedies, Client must pay Overpass upon demand for amounts owed under these Terms, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Overpass, at our discretion, may set off amounts due against other amounts received from or held by Overpass for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

CONTRACTOR HAS NO RECOURSE AGAINST OVERPASS FOR NON-PAYMENT OF CONTRACTOR SERVICE FEES BY CLIENT. PLEASE ALSO SEE SECTIONS 11 (NO WARRANTIES) and 12 (LIMITATION ON LIABILITY) WHICH PROVIDE AMONG OTHER THINGS THAT OVERPASS DOES NOT WARRANT OR GUARANTEE PAYMENT BY CLIENTS OR THAT THE OVERPASS WEBSITE, SERVICES AND APPLICATIONS WILL BE WORKING, AND IN WHICH YOU AGREE THAT OVERPASS WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES INCURRED FOR ANY REASON INCLUDING NON-PAYMENT AND INABILITY TO USE THE OVERPASS WEBSITE OR ANY OVERPASS SERVICES OR APPLICATIONS.

4.9 Formal Invoices and Taxes

Overpass will have no responsibility for determining the necessity of or for the issuance by Contractor of any formal invoices, or for determining, remitting, or withholding any taxes applicable to Contractor Service Fees. Client and Contractor will be solely responsible for determining whether applicable law requires formal invoices for Contractor Service Fees and for issuing any invoices so required. Client and Contractor will also be solely responsible for determining whether: (a) Contractor or Client is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Contractor Service and remitting any such taxes or charges to the appropriate authorities on behalf of Client or Contractor, as appropriate; and (b) Client is required by applicable law to withhold any amount of the Contractor Service Fees and for notifying Overpass of any such requirement and indemnifying Overpass (either by Overpass, at our sole discretion, offsetting the relevant amount against a future payment of Contractor Service Fees to Contractor or Contractor reimbursing Overpass for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Overpass, Contractor and Client agree to promptly cooperate with Overpass and provide copies of tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing that Contractor is engaging in an independent business as represented to Overpass.

4.10 Payment Terms

In order to use certain features of the Overpass Services, Client must provide account information for at least one valid “Payment Method.” Currently, Overpass accepts payment only by credit card. Client hereby authorizes Overpass (or a third-party designed by Overpass) to run credit card authorizations on all credit cards provided by Client to Overpass, to store credit card details as Client’s method of payment for Services, and to charge Client’s credit card. Credit will be charged by a third-party payment processor designated by Overpass.

When Client authorizes the payment of the Contractor Service Fees by providing notice or by Client’s silence within one business day after an invoice is sent to Client, Client automatically and irrevocably authorizes and instructs Overpass (or its designed payment processor) to charge Client’s credit card for the Contractor Service Fees. Client agrees that it shall review all invoices (including Status Reports) provided to Client by Overpass for each Contractor within one (1) business day of the date on which a given invoice is provided to Client by Overpass, as set forth in Section 4.4. When Client approves or is deemed to have approved a Status Report (or fails to dispute the charges within one (1) business day), Client automatically and irrevocably authorizes and instructs Overpass (or its designated third-party processor) to charge Client’s Payment Method for the Contractor Service Fees.

By providing credit card details through Overpass Services, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the credit card provided; and (c) such action does not violate the terms and conditions applicable to Client’s use of such credit card or applicable law. When Client authorizes a payment using a credit card via Overpass Services, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated credit card. To the extent that any amounts owed under these or any other Overpass Terms and Conditions cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Overpass uses a third-party payment processor to bill you through a credit card linked to your User Account. The processing of payments will be subject to the terms, conditions and privacy policies of the third-party payment processor in addition to these Terms of Service and our Privacy Policy. For more information about our billing practices and your personal information please visit our Privacy Policy. Overpass is not responsible for errors by the third-party payment processor. By utilizing Overpass Services, you agree to pay us, through the third-party payment processor, in accordance with the applicable payment terms. Overpass reserves the right to change its prices and to offer discounts and temporary promotions. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities using Overpass Services. You also agree that it is your responsibility to maintain adequate credit to cover all Contractor Service Fees and Overpass charges. You agree that if you do not maintain a valid, non-expired card on file with us with a sufficient balance to cover Contractor Service Fees and Overpass charges during any billing attempt, you may be subject to interest and penalties, suspension and/or revocation of your User Account. You irrevocably and expressly authorize Overpass to withhold any monies and/or debit any monies from any Payment Method that you have identified to Overpass for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Contractors and/or Overpass.

4.11 Fee Charged to Clients

There is no charge to sign up with Overpass, to post a work opportunity, and review Contractor information such as Contractors’ profiles, work product samples (if available), ratings, and feedback, and discuss the requirements of any given engagement. If a Client chooses to engage a Contractor and the Contractor accepts, Overpass charges monthly seat fee for use of the Overpass Customer Engagement Software. Where applicable, Overpass may also collect taxes (such as value added tax (VAT) in Europe).

4.12 No Service Fee Charged to Contractors

As a Contractor, you may at no charge register, create a User Account, post your skills, portfolio and experience, select skills and/or types projects you are interested in, receive project notifications, discuss project details with Clients, accept engagements and utilize the Overpass Customer Engagement Software to perform the engagement. Except as otherwise provided in Section 4.17 herein, Overpass charges no fees to Contractors.

4.13 Disbursements to Contractors

Overpass shall not be obligated to disburse funds that are payable to a Contractor for an engagement prior to 90 days after the Contractor Service Fees are due and payable from the Client. Despite this, Overpass will usually disburse funds to Contractors within one week of the date they are due and payable by the Client. However, Contractors shall not be entitled to receive interest or other earnings on any funds held by Overpass prior to disbursement to Contractors.

Funds become payable to Contractor following the expiration of a “Dispute Period.” Overpass may, in its sole discretion, deviate from the typical billing cycle and charge Client for any and all Contractor Service Fees at any time.

Notwithstanding any other provision of these Terms of Service, and except as prohibited by applicable law, if Overpass determines that a Contractor has violated these Terms of Service or any other conditions and restrictions of the Overpass Website, Overpass Services or any Overpass Application, Overpass may hold the disbursement of fees to the Contractor. Additionally, Overpass may also hold the disbursement of fees to Contractor if: (a) we require additional information before we may lawfully release funds, such as tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the fees due to may be subject to a dispute or chargeback; (c) we suspect fraud or have proof that the Contractor has committed actual fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Contractor Service Agreement, these Terms of Service or other terms of service to which Contractor and/or Client is a party; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, Overpass reserves the right to revoke any payments and hold all fees otherwise due to Contractor (not just the fees due to the Contractor under the specific Contractor Service Agreement(s) being investigated) unless prohibited by applicable law. In addition, Overpass reserves the right to seek reimbursement from the Contractor, and Contractor will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or project for which you were engaged by a Client; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with these Terms of Service yet we receive any chargeback from the payment method used by you if you are a Client, or used by your Client if you are a Contractor. You agree that we have the right to obtain such reimbursement by charging any accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of your User Account and revocation of your access to Overpass Services and Applications.

4.14 3% Payment Processing Fees Charged to Client

In addition to any charges described herein, we will charge Clients a payment processing and administration fee of 3% of the total amount of each payment made.

4.15 No Return of Funds

Client acknowledges and agrees that Overpass will charge Client’s credit card for the Contractor Service Fees on the Thursday after the week in which work was performed. Therefore, and in consideration of the services provided by Overpass, Client agrees that once Overpass charges the Client’s designated credit card for the fees due and owing to a Contractor as provided in these Terms or any other terms of service, the charge is non-refundable, except as otherwise required by applicable law. Client and Contractor also acknowledge and agree that Section 13.8 of these Terms of Service provides a mandatory informal dispute resolution process for the resolution of Client and/or Contractor disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other payment provider to charge back any fees invoiced by a Contractor or any other fees charged pursuant to these Terms of Service. A charge back in breach of the foregoing obligation is a material breach of these Terms of Service. If Client initiates a charge back in violation of these Terms, Client agrees that Overpass may dispute or appeal the chargeback and institute collection action against Client. Client agrees that the dispute resolution process contained Sections 13.8 and 13.9 of these Terms is for the resolution of Client and/or Contractor disputes; although Client and Contractor are bound by the terms of the dispute resolution process Contained in Sections 13.8 and 13.9, Overpass is not bound by it.

4.16 U.S. Dollars

The Overpass website, Services and other Applications operate in U.S. Dollars. If Client’s payment method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, Client is required to provide the appropriate conversion, although Overpass may choose to display foreign currency conversion rates that Overpass (or a designated third party) may make available to convert supported foreign currencies to U.S. Dollars.

4.17 Non-Circumvention

(a) The fees charged by Overpass are the primary consideration received by Overpass for providing, maintaining and servicing the Overpass Services and Applications. Except as otherwise provided in the following Section 4.17(b), you agree to take no steps to circumvent Overpass’s entitlement to and receipt of the fees to which it is entitled. Accordingly, except as provided in Section 4.17(b), Client and Contractor agree that they must use Overpass Services and Applications as the sole and exclusive method to retain a Contractor identified though the Overpass Online Marketplace. By way of illustration, you may not: (i) submit proposals or solicit parties identified through Overpass Services to contact, hire, work with, or pay outside Overpass Services; (ii) accept proposals or solicit parties identified through Overpass Services to contact, deliver services, invoice, or receive payment outside the Services; or (iii) invoice or report on Overpass Services, request an invoice or payment amount lower than that actually agreed between Users.

(b) Notwithstanding the limitations set forth in the foregoing Section 4.17(a), Client agrees that for each Contractor identified through Overpass Services that Client retains to work outside of the Overpass Services in violation of this Section 4.17, Client shall pay Overpass a one-time payment of $5,000. Client agrees that we have the right to obtain such payment by charging any accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. Failure to pay this fee is cause for termination of your User Account and revocation of your access to Overpass Services and Applications.

(c) Client understands and agrees that Overpass has no ability to independently monitor the independent activities of Clients and Contractors outside the Overpass platform. Thus, Client agrees that the provisions of Section 4.17(b), including the $5,000 fee, shall apply under the following circumstances: (a) if Client requests an interview with a Contractor and provides a link to schedule an interview outside the Overpass Platform; or (a) if Client interviews a Contractor on the Overpass Platform but the Client is not responsive to their Overpass account executive post interview.

You agree to promptly notify Overpass if another User improperly contacts you or suggests making or receiving payments outside of Overpass Services. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Overpass by sending an email message to: legal@overpass.com.

4.18 Marketplace Feedback

You consent to Overpass posting Contractor profiles and Client job postings, as well as feedback about Users, including you, on or through the Overpass Website and Overpass Services. You acknowledge and agree that feedback results for you, including your “Performance Rating”, if any, will consist of data on actual work performed during an engagement with a Client, comments, ratings, indicators of Client and Contractor satisfaction, and other feedback left by other Users. You further acknowledge and agree that Overpass will make the foregoing information available to the general public and other Overpass Online Marketplace Users and that the foregoing information and feedback results may be maintained and made available in composite or compiled form. Overpass provides this informational and feedback system as a means through which Contractors can showcase their performance and experience and Users can share their information and opinions publicly and Overpass does not monitor or censor this information or opinions. You acknowledge and agree that posted information and feedback relates only to the business operated by a Contractor or Client and is not intended to be of a personal nature. You agree not to use the Services to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Overpass does not generally investigate any reviews posted by Clients or Contractors. However, it reserves the right to do so if requested by a Client or Contractor. A User may be held liable for damages suffered by one or more Users or third parties if any review or remarks made by that User is legally actionable (such as by being defamatory or libelous). You acknowledge and agree that you will not seek to hold Overpass liable and that Overpass is not legally responsible for any reviews, remarks, or comments posted or made available on the Overpass Website or Overpass Services by any Users or third parties, even if that information is defamatory, libelous, or otherwise legally actionable. In order to protect the integrity of the feedback system provided by Overpass and to protect Users from abuse, Overpass reserves the right (but is under no obligation) to remove posted feedback or information that, in Overpass’s sole judgment, violates these Terms or, in our sole opinion, negatively affects the integrity of our Overpass Online Marketplace. You agree that if you fail to notify Overpass of any inaccurate statement posted about you, Overpass may rely on the accuracy of such statement.

4.19 Overpass Referral Program

Overpass’s Referral Program allows you to invite people you know to sign up for an Overpass account as a Contractor. You can earn a monetary reward when friends you invite to join Overpass through the Referral Program complete an Overpass Profile, are approved for the Overpass platform, apply for jobs on the Overpass Online Marketplace, and accept a contract and begin working with an Overpass Client. If you are the person inviting friends to join Overpass, you are a ‘referrer” hereunder; if you are a person who receives an invitation, you are a “referee.”

4.20 Eligibility and Overview

You may participate in this Overpass Referral Program as a referrer until such time as the Referral Program is terminated or modified by Overpass. If you refer a referee prior to termination or modification of the Overpass Referral Program by Overpass, you will still be eligible to earn the reward described below even if the referee does not fulfill the Reward Criteria (defined below) before such termination or modification.

To be eligible to earn rewards through the Overpass Referral Program, the referrer must have an Overpass account in good standing (“Valid Account”) at the time of participation through when his/her reward(s) are issued.

A referrer may refer a referee by sharing the referral link with the referee. The referrer can claim a reward for a referee that satisfies the following “Reward Criteria”: (i) sign up for and complete an Overpass profile; (ii) meet with a Talent Advocate, complete Overpass training, and obtain official approval of their profile; (iii) accept a contract with an Overpass Client and begin working for at least one week.

4.21 Reward

The reward amount is $100 USD. There is a limit of one (1) reward per referee Valid Account for the duration of the Referral Program. If two or more referrers invite the same referee, Overpass will credit the reward to the person who sent the referral link first, as determined in Overpass’s sole discretion. Rewards should be posted to your account at the beginning of the month after the referee has begun working with an Overpass Client for at least one week.

4.22 Receiving and Using Rewards

Overpass reserves the right to limit, cancel, or revoke a reward if Overpass determines, in its sole discretion, that you have violated these Terms, or if we restrict or close your account pursuant to these Terms.

Overpass may provide an alternate reward of equal value if it is unable for any reason to fulfil the reward. Overpass is not responsible and/or liable if any email, reward, referrals, or Referral Program-related materials or correspondence are lost, fraudulent, abusive, stolen, late, incomplete, illegible, interrupted, delayed, altered, defective, misdirected, tampered with, or irregular in any way or if any participant’s e-mail address, Valid Account, or other contact information does not work, is deleted, or is changed without participant giving prior written notice to Overpass. Overpass reserves the right to review any account related to this Referral Program, in its sole discretion, without notice, and delay completion of the reward.

The Overpass Referral Program is void where prohibited or if an eligible participant’s account or transaction are fraudulent, abusive, not completed through legitimate channels, or irregular in any way.

This Promotion is governed by New York law. By entering, entrants agree to be bound by these Terms. Notwithstanding any to the contrary in these Terms relating to the resolution of disputes, any questions relating to the offer and the Referral Program will be resolved in Overpass’s sole discretion and its decisions related to the offer will be final and binding.

5.1 “Confidential Information” Defined

“Confidential Information” means lead lists and all Work Product, and any other information provided to, or created by, a Contractor for a Client under a Contractor Service Agreement or provided to a Contractor to perform or assist in performing Contractor Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Client or Contractor; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Contractor prior to receiving it from Client and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by Contractor without use of another person’s Confidential Information.

5.2 Confidentiality

To the extent a Client or Contractor provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Contractor Services (including, without limitation, the storage or transmission of Confidential Information on or through Overpass Services for use by Contractor); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Contractor Services.

5.3 Return of Confidential Information

If and when Confidential Information is no longer needed for the performance of Contractor Services or at the discloser’s written request (which may be made at any time at Client's or Contractor’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of the disclosing party’s written request for such certification.

5.4 Non-Publication of Confidential Information

Client, Contractor, and Overpass will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Contractor Services for a Contractor Service Agreement. Client and Contractor recognize and agree that publication by Overpass of Client job postings and Contractor profile (and all information contained therein, including Contractor work statistics, work history, ratings and reviews) are specifically excluded from the provisions of this Section and shall not be deemed to constitute Confidential Information within the meaning of these Terms of Service.

5.5 Client Materials

Client grants Contractor a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use any materials provided by Client to Contractor (“Client Materials”) that Client deems necessary solely for Contractor’s performance of the Freelance Services specified under the applicable Contractor Service Agreement. Client reserves all other rights and interest, including, without limitation, all intellectual property rights, in and to the Client Materials. Upon completion or termination of the Contractor Service Agreement, or upon Client’s written request, Contractor will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and any deliverables produced pursuant to the Contractor Service Agreement contained in or on Contractor’s premises, systems, or any other equipment or location otherwise under Contractor’s control. Within ten days of such request from Client, Contractor agrees to provide written certification to Client that Contractor has returned or destroyed all Client Materials and other work product as provided in this subsection.

We respect the rights of persons who create and/or own content and expect you to do the same. Given the nature of the Overpass Services and Applications and the volume of information submitted, we cannot and do not monitor all of the materials posted or transmitted by you via Overpass Services and Applications. You expressly agree that we will not be liable for such materials. We reserve the right, but are not obligated, to remove content from Overpass Services or Applications for any reason, including content that we believe violates these Terms of Service or our Acceptable Use Policy below.

The Overpass Customer Engagement Software offers you the ability to record calls. However, if you choose to use this feature of the software you must comply with all state and federal laws, regulations and rules prior to recording any telephone calls and you expressly warrant and represent to Overpass that you will comply at all times. Overpass makes no representations or warranties with respect to call recording and recommends that you always secure consent before recording in order to avoid inadvertent violations of the law. You acknowledge that these representations and obligations are essential to the ability of Overpass to provide you with access to call recordings and you further agree to indemnify, defend and hold Overpass and its officers, directors, owners, employees, agents, consultants and vendors harmless from and against any and all liabilities, losses, claims, damages, causes of action, costs and expenses (including attorneys’ fees) that may be incurred by Overpass arising out of or related to your acts or omissions in connection with call recordings, whether such claims arise under contract, tort, statute or other legal theory.

7.1 General

This Acceptable Use Policy applies to all Overpass Services and Applications.

Overpass may act immediately and without notice to suspend or terminate Overpass Services if, in Overpass’s sole discretion, any User’s use of the Overpass Services violates the terms of this Acceptable Use Policy.

The following is a partial list of the kinds of activities that are prohibited through Overpass Services: (a) submitting materials that are patently offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting materials that could be harmful to and/or contribute to the delinquency of minors; (c) engaging in activity or submitting materials that harass or advocate harassment of another person, including but not limited to any form of harassment via email, telephone, text, paging, or facsimile, or any other means, whether through language, imagery, frequency, or size of messages; (d) sending unsolicited email messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material (email spam); (e) creating or forwarding “chain letters”, “Ponzi” or other “pyramid” schemes of any type; (f) harvesting or otherwise collecting personally-identifiable information about users of Overpass Services, including names, phone numbers, addresses, email addresses, (collectively, “User Data”) without their consent; (g) gathering User Data (Client or Contractor data) for solicitation purposes; (h) unauthorized use, or forging, of email header information; (i) use of unsolicited email originating from within Overpass’s networks to advertise any service offered by a third party other than Overpass; (j) engaging in activity, or submitting materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (k) solicitation of email for any other email address, other than that of the poster’s account, with the intent to harass or to collect replies; (l) submitting materials that contain restricted or password-only access pages, or hidden pages or images; (m) submitting materials that display pornographic or sexually explicit material of any kind; (n) submitting materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (o) submitting materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (p) engaging in activities or submitting materials that solicit passwords or personally-identifiable information for unlawful purposes from other users; (q) engaging in unauthorized commercial activities and/or activities which require prior verbal, written or governmental authorization or consent without obtaining such prior verbal, written or government authorization or consent such as advertising, solicitations, contests, sweepstakes, barter, pyramid schemes, unsolicited marketing or other activities, including any activities that violate anti-spam laws and regulations including the CAN SPAM Act of 2003, the TCPA Rules (as defined below), and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction); (r) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the content contained in the website or for any other unauthorized purpose without our prior written consent; (s) using any device, software, or routine to interfere or attempt to interfere with the proper working of any the Overpass Website or any Overpass Service or Application; (t) copying, decompiling, reverse engineering, or disassembling any Overpass software or attempting to do so; (u) using any Overpass product to create a derivative product (the phrase “derivative product” is specifically defined herein to constitute a work that is derived from an Overpass product but the phrase, as used herein, is broader than the term “derivative work” as used in the Copyright Act in that it is intended to encompass derivative works irrespective of whether they infringe any copyright), or (v) taking any action that imposes an unreasonable or disproportionately large load on the Overpass Website or any Overpass Service, Application or our hardware and software infrastructure or that of any of our licensors or suppliers.

7.2 Auto-dialing; trunking; traffic pumping.

In addition to the prohibitions described in 7.1 above, Overpass Services, (including any device, system, network, or account used in connection with the Overpass Services, or the Overpass Network) may not be used to perform auto-dialing, predictive dialing, trunking and/or traffic pumping. You may not trunk or forward your Overpass phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system; traffic pumping or access stimulation of calls through the Overpass Services or the Overpass Network.

In addition, you represent and agree that you will not use the Overpass Website or any Overpass Services or Applications for any purpose other than for your internal business purposes, nor will you use the Overpass Website or any Overpass Services or Applications in violation of any applicable laws or regulations (including those relating to the recording of telephone calls, telemarketing, and the sending of text or SMS messages), industry standards, third party policies (including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association), or any other accepted industry associations, carrier guidelines (or any similar or analogous industry standards, third party policies or requirements in any other jurisdiction), or these Terms of Service.

Notwithstanding anything to the contrary in this Agreement, Overpass may act immediately and without notice to suspend or limit the Overpass Services if Overpass reasonably suspects fraudulent or illegal activity in the User’s Account, material breach of the Acceptable Use Policy, or use of Overpass Services that could interfere with the functioning of the Overpass Network, provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. Overpass will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact Overpass Support in advance to avoid any Service disruption.

7.3 Calling and Messaging through Overpass Services

You agree to familiarize yourself with and 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 User Account, including without limitation the electronic transmission of messages and calls that you create and initiate through the Overpass Services or Applications. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages, calls, broadcasts, and campaigns transmitted through the Overpass Services or Applications by visiting the following websites: www.ftc.gov (Federal Trade Commission), www.fcc.gov (Federal Communications Commission) and www.donotcall.gov (Do-Not-Call Registry Info).

You further acknowledge that you will comply with the requirements of the Telephone Consumer Protection Act of 1991 together with final rules and regulations (collectively, “TCPA Rules”). You understand and agree that you are solely responsible for complying with the TCPA Rules and any other state, federal or local laws, rules and regulations governing electronic communications between you and the owners of the phone numbers you initiate calls or messages to through the Services. Without limiting the foregoing, you represent and warrant that the owners of the phone numbers have given prior express consent or otherwise opted-in to the receipt of such calls or messages as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information on your calls or messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, to the extent applicable. You further agree that any individuals requesting “Do-Not-Call” (“DNC”) status shall immediately be placed on your DNC accounts list and you further agree that you will not initiate any subsequent messages or calls to any individuals after they request DNC status. The TCPA Rules, the Federal Trade Commission, the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations place restrictions on certain types of phone calls and text messages. Overpass is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your use of the Overpass Services or Applications to initiate calls or messages.

8.1 Overpass Name, Website, Services and Applications.

The Overpass name, and the Overpass Website, Services and all Overpass Applications, and the information which they contain, are the property of Overpass, LLC and/or its affiliates and licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, patent law, trade secret law, computer privacy and espionage laws, international conventions and other intellectual property laws. Overpass and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Overpass name, and the Overpass Website, Services and Applications. You may use the Overpass Website, Services and Applications (including any content and materials included on the Overpass Website, Services and Applications) for your own use as described and limited herein. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, create any works that are based on or which are developed using the Overpass Website, Services or Applications as a model, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Overpass Website, Services or Applications unless explicitly authorized in these Terms of Service or in writing by the owner of the materials. You may, however, from time to time, download and/or print one copy of individual pages of the Overpass Website for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. You may also print a copy of these Terms of Service and any Contractor Service Agreement(s) you enter.

8.2 Submissions.

If and when you submit, post or display data, information or content (including your User Profile) through any Overpass Website or Service, you are granting us and any third-party service providers and partners a worldwide, non-exclusive, irrevocable, transferable, assignable, worldwide, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods. You represent that any materials and content posted or otherwise submitted by you to the Overpass Website or Services is original to you and that you have the right to grant us these rights.

The content that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. We do not claim any ownership of the content that you submit, post, or display through the Overpass Website or Services. You retain any and all ownership rights to the content that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any content on our Website or Services.

We appreciate your feedback or other suggestions about the Overpass Website and Services, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them). Any information, including but not limited to remarks, suggestions, ideas, graphics, or other submissions, communicated to Overpass by you through any means whatsoever is the exclusive property of Overpass. Overpass is entitled to use any information submitted for any purpose, without restriction (except as stated in Overpass’s Privacy Policy) or compensation to the person sending the submission. You represent and warrant that you have the right and authority to make any submission you communicate to Overpass, and you accept responsibility for the accuracy, appropriateness, and legality of any such submission.

Responsibility for what is posted in any public areas of the Overpass Website Services lies with each User. You alone are responsible for the material you post or otherwise make available on the Overpass Website or Services. We do not control the material that you or others may post or otherwise make available, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right do so. We are not a publisher of user posts, and we are not responsible for their accuracy or legality.

Any sample recordings made through your User Account may be erased by us at any time after the date the recording was made. Therefore, you should download your own copy of any such recordings soon after you make the recording.

You represent and warrant that you have the power, right and authority to enter into this Agreement, and are capable of forming a binding contract.

Overpass offers the Overpass Website, Applications and Services solely for your business purposes, and not for personal use. As a Contractor, you represent and warrant that you use your User Profile to market your own business to other registered users (Clients) for the purpose of entering into Contractor Relationships with others. To use the Overpass Services, you must have, and hereby represent that you do have an independent business or intend to operate via Overpass Services an independent business (whether conducted solely by you as a self-employed individual or sole proprietor, or as a corporation or other lawfully recognized business entity). You further represent that you intend to use Overpass Services for your business purposes only. You understand that you must comply with any regional country/state/county/city/town licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for a User Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts and that you are not barred from receiving the Service under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Service. By registering for a User Account, by using the Website or Services on or after the Effective Date you agree to: (a) abide by these Terms of Service and any other Terms of Service published by Overpass; (b) be financially responsible for your use of the Website or Services, including the purchase, performance and delivery of Contractor Services; and (c) perform your obligations as specified by any Contractor Service Agreement that you enter into, unless such obligations are prohibited by applicable law or these Terms of Service. Overpass reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Overpass Services upon discovery that any information you provided on any form or posted on the Overpass Services or is not true, accurate, or complete, or such information or other conduct otherwise violates these Terms of Service, or for any other reason or no reason in Overpass’s sole discretion.

By using the Overpass Website and/or Services, you agree to indemnify, hold harmless and defend Overpass, its affiliates, and its respective members, directors, officers, employees, agents, successors and assigns (each, an “Indemnified Party”), arising from or relating to any and all claims, damages, losses, liabilities, and all related costs and expenses, including but not limited to attorneys’ fees, resulting directly or indirectly from: any claim, suit, proceeding, demand, or action brought by you or a third party or other User, Client, or Contractor against an Indemnified Party relating to: (a) use of the Overpass Website, Applications or Services by you or your agents, including any payment obligations incurred through use of the Overpass Website, Applications or Services; (b) your failure to abide by these Terms of Service or other conduct that Overpass deems to be in violation of this Agreement; (c) your violation of the rights of another; (d) any Contractor Service Agreement entered into by you or your agents, including, but not limited to, the classification of a Contractor as an employee; (e) the classification of Overpass as an employer or joint employer of a Contractor; (f) any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (g) any content you submit or transmit through the Overpass Website, Applications or Services; (h) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. This indemnification, defense and hold harmless obligation will survive these Terms and the termination of your use of the Overpass Website, Applications or Services.

ALL OVERPASS SERVICES AND ANY CONTENT PROVIDED THEREIN ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL AND PROMOTIONAL PURPOSES. YOU AGREE NOT TO RELY ON ANY OVERPASS SERVICES AND ANY CONTENT PROVIDED THEREIN, ANY INFORMATION ON THE OVERPASS WEBSITE, OR PROVIDED VIA OVERPASS SERVICES. ALL OVERPASS SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SPECIFICALLY, BUT WITHOUT LIMITATION, OVERPASS DOES NOT WARRANT THAT: (i) THE INFORMATION PROVIDED ON THE OVERPASS WEBSITE OR THROUGH ANY AND ALL OVERPASS SERVICES IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS OF THE OVERPASS WEBSITE AND OVERPASS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE OVERPASS WEBSITE, SERVICES, AND THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OVERPASS DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. OVERPASS DOES NOT GUARANTEE THE AVAILABILITY OF THE OVERPASS SERVICES AND DOES NOT GUARANTEE THAT THE OVERPASS WEBSITE AND/OR SERVICES WILL MEET YOUR NEEDS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE OVERPASS WEBSITE AND SERVICES IS AT YOUR SOLE RISK. OVERPASS MAKES NO EXPRESS REPRESENTATIONS AND EXPLICITLY AND SPECIFICALLY EXCLUDES ANY AND ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

THIS OVERPASS WEBSITE OR SERVICES MAY ALSO CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF USERS, CLIENTS, CONTRACTORS, AND OTHER THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE OVERPASS WEBSITE OR SERVICES, OR ANY CONTENT POSTED BY ANY USER, CLIENT, CONTRACTOR, OR ANY OTHER THIRD PARTY. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, INFORMATION, OR USER CONTENT WILL BE AT YOUR SOLE RISK.

Overpass may alter, suspend, add to, or discontinue the Overpass Website or Services in whole or in part at any time for any reason, without notice or cost. Overpass assumes no responsibility for your ability to (or any costs or fees associated with your ability to) obtain access to the Overpass Website or Services, or for interruptions in the Overpass Website or Services, whether due to any act by Overpass or otherwise. Overpass does not assume any liability for the failure to store or maintain any user communications, account or profile information, or personal settings. By accessing the Overpass Website or Services, you agree that Overpass and its third-party providers and partners may place advertisements on the Overpass Website or Services. The types of advertisements are subject to change. The Overpass Website and Services may become unavailable due to maintenance or malfunction of computer equipment, servers, or other reasons within or without of Overpass’s control. You agree that Overpass will not be liable to you for any damages whatsoever due to any unavailability of the Overpass Website or Services even if such unavailability prevents or interferes with your ability to fulfill or obtain fulfillment of Contractor Service Agreements.

You also expressly agree that neither we nor any of our directors, officers, members, stockholders, employees, consultants, agents or representatives shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms of Service.

We do not endorse, support, represent or guarantee the truthfulness, completeness, accuracy or reliability of the content or any communications or materials posted via our Overpass Website, Services or Applications. Any reliance or use of content or materials posted via the Overpass Website, Services or Applications is at your own risk. Under no circumstances is Overpass liable in any way for any content, including, but not limited to any errors or omissions of such content. We are also not liable for any loss or damage incurred as a result of the use of the content.

While we strive to protect your information in accordance with our Privacy Policy, we cannot be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other information stored on our equipment, transmitted over networks accessed by any Overpass Services or Applications, or otherwise connected with your use of the Overpass Website, Services or Applications.

Overpass is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (a) failure to be paid by a Client; (b) malfeasance or nonfeasance by a Contractor; (c) your use of or your inability to use any Overpass Service(s), or any delays or disruptions in any Overpass Service(s); (d) viruses or other malicious software obtained by accessing, or linking to, any Overpass Service(s); (e) glitches, bugs, errors, or inaccuracies of any kind in any Overpass Service(s); (f) damage to your hardware device from the use of any Overpass Service(s); (g) the content, actions, or inactions of third parties’ use of any Overpass Service(s); (h) a suspension or other action taken with respect to your User Account; (i) your reliance on the quality, accuracy, truthfulness, or reliability of job postings, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through any Overpass Service(s); and (j) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these Terms of Service.

ADDITIONALLY, IF YOU ARE DISSATISFIED WITH ANY OVERPASS SERVICE(S) OR APPLICATION(S), OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE OVERPASS SERVICE(S) OR APPLICATION(S). UNDER NO CIRCUMSTANCES SHALL OVERPASS, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DIRECT OR INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR APPLICATIONS OR THE INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SERVICES OR APPLICATIONS, OR DIRECT OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND REGARDLESS OF WHETHER OR NOT OVERPASS WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL THE TOTAL LIABILITY OF OVERPASS FOR ALL DAMAGES UNDER THIS AGREEMENT EXCEED THE AGGREGATED AMOUNTS YOU PAID TO OVERPASS DURING THE MOST RECENT ONE (1) MONTH PERIOD IN CONNECTION WITH YOUR USE. THE LIABILITY OF OVERPASS, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $1,000; OR (B) ANY FEES RETAINED BY OVERPASS WITH RESPECT TO CONTRACTOR SERVICE AGREEMENTS ON WHICH YOU WERE INVOLVED AS CLIENT OR CONTRACTOR DURING THE TWO-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.