Agreement between User and OVERWRITE.ai
Welcome to OVERWRITE.ai.
The www.overwrite.ai website (the “Site”) is comprised of various web pages operated by OVERWRITE.ai Ltd (trading as “OVERWRITE.ai” or “OVERWRITE”). All references herein to www.overwrite.ai, the Site, OVERWRITE, our API, we, us, or our, shall refer to OVERWRITE and the Solutions that we provide you.
OVERWRITE is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of OVERWRITE constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
OVERWRITE.ai is a freemium Software As A Service system that enables property companies (aka realtors, estate agents) to instantly autowrite property marketing content. We are a virtual marketing service offered through our Website or through our customised integration API’s. We provide marketing Solutions that include the creation of Material such as online marketing content, property profiling, photo retouching, mini websites, promotional videos, and listings generated for the real estate market. You can use these Solutions via our Website or via our API’s. This Agreement defines the terms and conditions under which you are expected to use the Solutions and how we’ll treat you while you are a User. If you have any questions about this Agreement please contact us via our Website or on email@example.com
A User is any person who signs up to OVERWRITE and creates a User Account either for their individual or for their organisation’s use.
- Any reference in this Agreement to the “Parties” refers jointly to OVERWRITE and you, the User.
- Any reference to you or a User in this Agreement implicitly includes all sub-users whose use of OVERWRITE is or has been directly enabled by your User Account.
A Few Ground Rules
OVERWRITE succeeds because of the quality of its Users and some basic rules that everyone adheres to. We reserve the right to deny service to any User or prospective User at any time.
- No Misrepresentation. Be as honest and forthright about yourself and the properties that you wish to market, as possible. Users are encouraged to report any other Users that they believe are misrepresenting information.
- No Mooches. A Mooch is someone who doesn’t respect OVERWRITE and attempts to abuse OVERWRITE for their own benefit. They take constantly and offer nothing in return. We would consider somebody that seeks to loot as much of our Material as possible, a Mooch. We use discretionary means to determine whether a user is a Mooch. When we identify a Mooch we will use all legal means available to us in our pursuit of compensation against damages both economic and otherwise, from them. Don’t be a Mooch.
- You must be a human and you must not create Accounts with OVERWRITE through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
- The User profile information you provide must be complete and accurate because it will appear in all descriptions you create, and help us verify you as a real human being.
Visiting www.overwrite.ai, using our Solutions, or sending emails to OVERWRITE constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, instant messaging and on the Site, satisfy any legal requirement that such communications be in writing.
Your Account Management
If you use OVERWRITE, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that OVERWRITE is not responsible for third party access to your account that results from theft or misappropriation of your account. Any costs resulting from unauthorised use of a User Account shall be borne by the User until OVERWRITE has been notified by the User of such use. OVERWRITE and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Eighteen
Anyone under eighteen years of age should not register as a User and shall not transact or use OVERWRITE.
OVERWRITE does not knowingly collect, either online or offline, personal information from persons under the age of eighteen.
You may request customisations to the Solutions, subject to specific purchase and use terms to be agreed between us and you. Customisations include but are not limited to any Modifications, CRM Integrations, and Integration Support service requested by you.
Links to Third Party Sites/Third Party Services
www.overwrite.ai may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of OVERWRITE and OVERWRITE is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. OVERWRITE is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by OVERWRITE of the site or any association with its operators.
Certain services made available via www.overwrite.ai may be delivered by third party sites and organizations. By using any product, service or functionality originating from the www.overwrite.ai domain, you hereby acknowledge and consent that OVERWRITE may share such information and data with any third party with whom OVERWRITE has a contractual relationship to provide the requested product, service or functionality on behalf of www.overwrite.ai users and customers.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Solutions, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site or via our API, is the property of OVERWRITE or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Your use of the Site or our API does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of OVERWRITE or our licensors except as expressly authorized by these Terms.
You may only publish Specific Material provided to you by OVERWRITE, specifically limited to the property listing writeups, enhanced images and videos that OVERWRITE will create for your property marketing purposes.
As a condition of your use of OVERWRITE, you warrant to OVERWRITE that you will not use the Site or our API for any purpose that is unlawful or prohibited by these Terms. You will not:
- obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
- modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site or generated by the Site.
- upload any content to the Site that may defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- upload any content to the Site that may be deemed by us at our discretion to be inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful,
- upload files to the Site that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
- upload files to the Site that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of our Site or our Solutions
- use any automated device, software process or means to access, retrieve, scrape, crawl or index our Site or any content on or generated by our Site.
- use any process, software, or any means whatsoever that attempts to damage, disable, overburden, or impair the Site or interfere with the proper working of our Site or our Solutions.
- perform or instruct any action that will make excessive traffic demands on our infrastructure that we decide, at our discretion, to be unreasonable or disproportionate usage of our Site.
- Use or index any content or data on or generated by our Site for the purpose of i) constructing or participating in the construction of a property adertising content generation engine, ii) a database of property information (both text and imagery), or iii) competing with us in any way.
- make any other use of the Specific Material provided to you by the Site, except with express written permission from OVERWRITE and the copyright owner. OVERWRITE content and Material is not for resale.
Use of Communication Services
The Site may contain bulletin board services, chat features, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
OVERWRITE has no obligation to monitor the Communication Services. However, OVERWRITE reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. OVERWRITE reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
OVERWRITE reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in OVERWRITE’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. OVERWRITE does not control or endorse the content, messages or information found in any Communication Service and, therefore, OVERWRITE specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized OVERWRITE spokespersons, and their views do not necessarily reflect those of OVERWRITE
Materials uploaded to the Site may be subject to posted limitations on size, usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
You may access the Solutions by purchasing a monthly or annual subscription from the range of feature Plans we offer. We provide a free-trial period during which you will have access to our ‘Individual’ Plan.
By subscribing to use OVERWRITE’s Solutions you agree to pay the price corresponding to the Solution’s feature Plan you select, and to your country of residence.
Access to the Solution will remain valid until the end of your subscription term. Should you fully consume any quotas available within your Plan prior to the end of your subscription term, you may repurchase your Plan or subscribe to an alternative Plan. The features of the Plan you subscribe to will take immediate effect once your purchase is successfully completed.
Unless specifically otherwise stipulated, the price of the Solution’s feature Plan you subscribe to shall be paid at the time of your subscription and in the currency in which it is invoiced. The Solution will not be available in the event of failed payment.
The prices displayed by OVERWRITE are exclusive of charges and do not include any applicable VAT, or its equivalent, which shall be applied on your invoice according to your country of residence and applicable legal and regulatory provisions.
Once your payment is made, you will receive confirmation of your payment immediately i) within your in-app Plans & Invoices page and ii) to the email address you provide in your profile’s Billing Information page.
The Cardholder must retain a copy of your Transaction Records and our Terms and Conditions
The price and currency displayed at checkout will be the same price and currency that will be printed on your Transaction Receipt and the amount charged to your payment card will be shown in your card currency.
For Users within the UAE, Visa or MasterCard debit and credit cards in Arab Emirates Dirhams will be accepted for payment.
It is your responsibility to avoid paying through an intermediary person or by unlawfully using a credit card, debit card and/or any other electronic payment means belonging to other person(s) without their permission.
In case of any infringement and/or complaint by the cardholder/owner of the electronic payment means used, you will be held fully liable and subject to remedial action and potentially criminal prosecution, without prejudice to any of the rights provided to OVERWRITE under the contractual agreement between us.
To ensure your uninterrupted use of OVERWRITE’s Solutions your subscription will automatically renew at the end of your subscription Plan term unless either a) you cancel your subscription or b) we suspend your User Account because we are unable to collect payment from your chosen billing method when payment is due.
If we are unable to collect your subscription payment from your chosen billing method we will immediately i) notify you to change your billing method and may ii) suspend your access to your User Account and our Solutions, at our discretion.
You can cancel your subscription Plan at any time without incurring any penalty. When cancelling your subscription Plan you will be able to continue using your User Account’s subscription Plan features until the end of your Plan term. When the term of your cancelled subscription Plan expires your subscription will no longer automatically renew and your access to our Solutions will be limited at our discretion.
We may terminate this Agreement at any time and for any reason by giving you notice. You may also request to terminate your OVERWRITE account. To request the termination and removal of your account you must first cancel your subscription and contact us on firstname.lastname@example.org.
We may suspend our services to you at any time, with or without cause. If applicable, where you have purchased a Customisation and WE fail to deliver it in full or in part, we will prorate and refund the proportionate cost of your purchase that has not been delivered by us.
We do not offer refunds where you have subscribed to a monthly or annual Plan, except and only in the event that WE terminate your account without cause, in which case we’ll refund the unused prorated portion of your monthly or annual Plan subscription to you through your Original Mode of payment. We won’t refund or reimburse you if there’s cause, like a violation of these Terms, nor in any other instance. Once terminated, we may permanently delete your account and all the data associated with it, including your emails from our Website. If you don’t log in to your account for 12 or more months, we may treat your account as inactive and permanently delete the account and all the data associated with it. We are entitled to withdraw from any transaction in the case of obvious errors or inaccuracies regarding the Solutions appearing on the Website. If an error or inaccuracy is discovered with regards to the advertised price of the Solutions that you have purchased, we will contact you as soon as possible by email. This will be to inform you of the correct price of the Solution, and to ask you if you wish to continue with the purchase at the amended price, or to cancel the order altogether and receive a refund of any amounts paid.
Materials Provided to www.overwrite.ai or Posted on Any OVERWRITE Web Page
OVERWRITE.ai does not claim ownership of the materials you provide to www.overwrite.ai (including feedback and suggestions) or post, upload, input or submit to the Site, our API or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting OVERWRITE, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name and or logo in connection with your Submission, and/or your use of the Site.
No compensation will be paid with respect to the use of your Submission, as provided herein. OVERWRITE is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in OVERWRITE’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
Third Party Accounts
You will be able to connect your OVERWRITE account to third party accounts. By connecting your OVERWRITE account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by OVERWRITE from our offices within the UAE, our country of domicile.
If you access the Service from a location outside the UAE, you are responsible for compliance with all local laws. You agree that you will not use the OVERWRITE Content or Material accessed through www.overwrite.ai in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless OVERWRITE, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or Solutions, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. OVERWRITE reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OVERWRITE in asserting any available defences.
In the event the parties are not able to amicably resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre. The language to be used in the arbitration shall be English. The governing law of the contract shall be the substantive law of the United Arab Emirates. The arbitrator’s award shall be final, and judgement may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
THE INFORMATION, SOFTWARE, MATERIAL, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. OVERWRITE AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
OVERWRITE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, MATERIAL, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. OVERWRITE.AI LTD AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, MATERIAL PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
You will not hold us liable if the non-performance or delay in the performance of one of our obligations described in this Agreement results from a force majeure event.
Force majeure means any external event which was impossible to prevent and which was unforeseeable as interpreted by the jurisprudence of the DIFC Courts, and which prevents us from performing our obligations or makes the performance of the same excessively onerous.
Expressly, the following will be considered cases of force majeure, in addition to those usually considered by the jurisprudence of the DIFC Courts, and without this list being restrictive:
- wars, armed conflicts, riots, insurrections, sabotage, pandemics or acts of terrorism,
- general or partial strikes, internal or external to the company, affecting a supplier or a national operator, lockouts, blockades of transport facilities or procurement for any reason whatsoever,
- natural disasters resulting in the destruction of infrastructure, such as fires, storms, floods, water damage,
- governmental or legal restrictions, legal or regulatory changes to forms of marketing, cases involving the suspension, cancellation or revocation of any authorisation by any relevant competent authority,
- interruptions to the OVERWRITE network, its subcontractor or its supplier, as a result of computer breakdowns, blocking of telecommunications means, whether resulting from external attacks, interruptions to services by the access provider or other persons, and any other event not attributable to OVERWRITE, its subcontractor or its supplier, preventing the normal performance of the services rendered,
- interruptions of the power supply of more than 48 hours.
Each party shall notify the other party by registered letter with acknowledgement of receipt of any force majeure event.
OVERWRITE reserves the right, in its sole discretion, to terminate your access to the Site and the related Solutions or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the United Arab Emirates and you hereby consent to the exclusive jurisdiction and venue of courts of the Dubai International Financial Centre in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and OVERWRITE as a result of this agreement or use of the Site. OVERWRITE’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of OVERWRITE’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by OVERWRITE with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and OVERWRITE with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and OVERWRITE with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
We will not trade with or provide any services to OFAC (Office of Foreign Assets Control) and sanctioned countries in accordance with the laws of the UAE
Changes to Terms
OVERWRITE reserves the right, in its sole discretion, to change the Terms under which www.overwrite.ai and the Solutions are offered. The most current version of the Terms will supersede all previous versions. OVERWRITE encourages you to periodically review the Terms to stay informed of our updates.
OVERWRITE welcomes your questions or comments regarding the Terms:
Dubai International Financial Centre
PO Box 450694
Dubai, United Arab Emirates
Effective as of August 22, 2019