Welcome to Overflow!
Overflow App, Inc. (“Overflow,” “we,” “us,” “our”) provides its services (described below) through its website located at www.overflow.co (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Platform”) are subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform or changes made for legal reasons will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OVERFLOW ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Platform Description: Overflow has developed and makes available a philanthropy platform that streamlines charitable giving by connecting and facilitating charitable giving to non-profit organizations. Overflow provides Visitors and Registered Users (as defined below) with access to the Platform as described in these Terms of Service.
a) Visitors. Visitors, as the term implies, are people who don't register with us, but want to view various webpages and see what the Platform is all about. No login is required for Visitors. Visitors can view all publicly-available content, including, without limitation, information about participating nonprofit organizations.
b) Registered Users. Login is required for all Registered Users, who are able to access and utilize the same functions as Visitors, but are also given access to additional features and functionality (including, but not limited to): (a) make contributions to certain non-profit organizations (a “Contribution”), (b) update their accounts; and (c) sign up for Overflow’s newsletter, alerts, and other notifications.
c) Overflow is under no obligation to accept any individual as a Registered User, and may accept or reject any registration in its sole and complete discretion. In addition, Overflow may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Service.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Overflow of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Overflow will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Platform: Overflow reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Overflow will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.
General Practices Regarding Use and Storage: You acknowledge that Overflow may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Overflow’s servers on your behalf. You agree that Overflow has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Platform. You acknowledge that Overflow reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Overflow reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Platform via a mobile device, (ii) the ability to browse the Platform and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Overflow and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Overflow account information to ensure that your messages are not sent to the person that acquires your old number.
Fees: The Platform is provided free of charge. The total amount for each Contribution will be set forth on the Site and will be confirmed through the Platform before your Contribution is confirmed.
Contribution Type: You agree to provide information for your Contribution type at the time you make a Contribution. You agree to have sufficient funds, stock, crypto currency, or credit available upon placement of any such Contribution to ensure that the Contribution value will be collected by Overflow. Our payment page is powered by third-party processors (collectively, “Third Party Contribution Processors”), WE DO NOT PROCESS PAYMENT FOR ANY CONTRIBUTIONS.
Contribution processing via:
2. stock contribution is facilitated by Yodlee (and is subject to: (i) Yodlee’s terms and conditions and other policies available at https://www.yodlee.com/legal/terms-of-use), and is executed by your brokerage (e.g., Schwab, Fidelity, etc.) and (ii) your brokerage’s terms and conditions and other policies, as applicable (collectively, the “Broker Processor Agreements”). Yodlee utilizes APIs to allow you to view your stock portfolio on the Platform. When you choose the stock to donate, the Platform collects the information from Yodlee’s connection and initiates the stock contribution request to your brokerage based on the information you select. After you authorize the contribution request through the Platform, the Contribution request is sent to your brokerage (e.g., Schwab, Fidelity, etc.). Your brokerage initiates a stock transfer to the recipient non-profit organization’s brokerage. Overflow makes no representation as to the value of any contribution. STOCK OWNERSHIP IS SUBJECT TO MARKET RISK AND OVERFLOW IS NOT LIABLE OR RESPONSIBLE FOR ANY CHANGES IN THE MARKET VALUE OF CONTRIBUTED STOCK DURING THE TIME BETWEEN WHEN YOU INITIATE THE STOCK CONTRIBUTION AND WHEN THE RECIPIENT NON-PROFIT ORGANIZATION RECEIVES THE CONTRIBUTED STOCK IN ITS BROKERAGE ACCOUNT.
3. Crypto currency contribution is provided by The Giving Block and Gemini and is subject to the terms and conditions and other policies available at https://thegivingblock.com/about/terms-of-service/, and https://www.gemini.com/legal, respectively (collectively, the “Crypto Processor Agreements”) . Overflow makes no representation as to the value of any contribution. CRYPTO CURRENCY OWNERSHIP IS SUBJECT TO MARKET RISK AND OVERFLOW IS NOT LIABLE OR RESPONSIBLE FOR ANY CHANGES IN THE MARKET VALUE OF CONTRIBUTED CRYPTO CURRENCY DURING THE TIME BETWEEN WHEN YOU INITIATE THE CRYPTO CURRENCY CONTRIBUTION AND WHEN THE RECIPIENT NON-PROFIT ORGANIZATION RECEIVES THE CONTRIBUTED CRYPTO CURRENCY IN ITS CRYPTO WALLET.
By agreeing to these Terms of Service, Registered Users that use the payment functions of the Platform also agree to be bound by the Stripe Agreements, Broker Processor Agreements and/or Crypto Processor Agreements, as applicable, for the payment function the Registered User is using, as the same may be modified by the applicable Third Party Contribution Processor from time to time.
As a condition of Overflow enabling Contribution type processing services through Third Party Contribution Processors, you represent and warrant to Overflow that all information you provide about your payment instruments and/or bank accounts and/or crypto wallet and/or brokerage information is true and that you are authorized to use such payment instrument, bank account, crypto wallet, and/or brokerage account, as applicable. You also authorize Overflow to share such information and other transaction information related to your Contribution type with the applicable Third Party Contribution Processor. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Overflow assumes no liability or responsibility for any Contributions made through the Platform.
ALL CONTRIBUTIONS ARE AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ALL CONTRIBUTIONS ARE FINAL AND IRREVOCABLE. OVERFLOW MAKES NO REPRESENTATION AS TO WHETHER ALL OR ANY PORTION OF YOUR CONTRIBUTIONS, INCLUDING, IF ANY, PROCESSING FEES, ARE DEDUCTIBLE OR ELIGIBLE FOR TAX CREDITS.
OVERFLOW MAKES NO REPRESENTATION AS TO VALUE OF ANY CONTRIBUTION AND OVERFLOW EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND/OR LIABILITY FOR VALUATION DETERMINATIONS IN CONNECTION WITH CONTRIBUTIONS.
The information on this Site is provided to Visitors and Registered Users only for informational purposes only and does not constitute, and should not be construed as, advice or a recommendation to donate to any non-profit organization.
All information and content provided by Overflow on this Site is provided for information purposes only and Overflow does not guarantee the accuracy, completeness, timeliness or reliability of such information or content. No content is intended to provide financial, legal tax or other professional advice. Prior to making any decisions, you should consult your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and contact accessed by you using the Platform is at your own risk. Overflow does not endorse any non-profit organization and Overflow makes no guarantee, express or implied, that any information provided through the Platform is accurate. Overflow expressly disclaims any liability or responsibility for the information provided through the Platform and any contributions made. You, as a donor, must make the final determination as to the value and appropriateness of contributing to any non-profit organization.
NOTHING ON THIS SITE OR THE PLATFORM SHOULD BE CONSTRUED AS, AND MAY NOT BE USED IN CONNECTION WITH, AN OFFER TO SELL OR DONATE, OR A SOLICITATION OF AN OFFER TO BUY OR HOLD, AN INTEREST IN ANY SECURITY OR INVESTMENT PRODUCT. FURTHERMORE, NEITHER THE PLATFORM NOR THE SITE SHOULD BE CONSTRUED AS A RECOMMENDATION TO BUY, SELL, DONATE, OR HOLD ANY INVESTMENT OR SECURITY OR TO ENGAGE IN ANY PARTICULAR STRATEGY OR TRANSACTION WITH RESPECT TO ANY SECURITY. OVERFLOW DOES NOT REPRESENT THAT ANY STRATEGIES, PRODUCTS, OR PLATFORM DISCUSSED IN THIS WEBSITE ARE SUITABLE FOR ANY PARTICULAR INDIVIDUAL.
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Platform. The following are examples of the kind of content and/or use that is illegal or prohibited by Overflow. Overflow reserves the right to investigate and take appropriate legal action against anyone who, in Overflow’s sole discretion, violates this provision, including without limitation, removing the offending content from the Platform, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Platform to:
a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Overflow, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Overflow or its users to any harm or liability of any type;
b) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; or
c) violate any applicable local, state, national or international law, or any regulations having the force of law;
d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) solicit personal information from anyone under the age of 18;
f) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) advertise or offer to sell or buy any goods or Platform for any business purpose that is not specifically authorized;
h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform.
Additionally, with respect to all Contributions you make through the Platform, you agree and represent, warrant and covenant:
a) not to make any Contributions that you know or suspect to be erroneous, suspicious or fraudulent;
b) not to use the Platform in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC);
c) to maintain reasonable and standard security measures to protect any information transmitted and received through the Platform, including without limitation, adhering to any security procedures and controls required by Overflow from time to time;
d) at Overflow’s request, to fully cooperate in the auditing of, investigation of (including without limitation, investigations by Overflow, a Third Party Contribution Processor, or a regulatory or governmental authority), and remedial efforts to correct any alleged or uncovered violation or wrongdoing of a Registered User to whom, or Contribution to which, you are connected.
Overflow reserves the right to refuse, condition, or suspend any Contribution or other transactions that we believe in our sole discretion may violate these Terms of Service or harm the interests of our Registered Users, Visitors, non-profit organizations, partners, the public, or Overflow, or that expose you, Overflow, or others to risks unacceptable to us. We may share any information related to your use of the Platform with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal or contractual obligations. This information may include information about you, your account, your Contributions, and transactions made through or in connection with your use of the Platform.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Platform, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform. The Platform is for your personal use.
Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Overflow, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Platform. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Overflow from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Overflow, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Overflow.
The Overflow name and logos are trademarks and service marks of Overflow (collectively the “Overflow Trademarks”). Other Overflow, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Overflow. Nothing in this Terms of Platform or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Overflow Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Overflow Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Overflow be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Overflow does not pre-screen content, but that Overflow and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Overflow and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Overflow, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Platform: With respect to the content or other materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Overflow and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Overflow are non-confidential and Overflow will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Overflow may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Overflow, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Overflow respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Overflow of your infringement claim in accordance with the procedure set forth below.
Overflow will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Overflow’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail at 3790 El Camino Real, Unit 568, Palo Alto, CA 94306.
To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Overflow will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Overflow has adopted a policy of terminating, in appropriate circumstances and at Overflow's sole discretion, users who are deemed to be repeat infringers. Overflow may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third Party Websites
The Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet, including third party applications. Overflow has no control over such sites and resources and Overflow is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Overflow will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Platform are between you and the third party, and you agree that Overflow is not liable for any loss or claim that you may have against any such third party.
Indemnity and Release
You agree to release, indemnify and hold Overflow and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OVERFLOW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ALL CONTRIBUTIONS ARE AT YOUR OWN RISK. WHEN YOU MAKE A CONTRIBUTION THROUGH THE SITE, IT IS YOUR RESPONSIBILITY TO UNDERSTAND HOW YOUR MONEY WILL BE USED AND TO VERIFY THE TAX STATUS OF YOUR RECIPIENT NONPROFIT ORGANIZATION. DONORS ARE NOT PERMITTED TO IMPOSE RESTRICTIONS ON THE USE OF CONTRIBUTIONS BY A RECIPIENT NON-PROFIT ORGANIZATION.
OVERFLOW MAKES NO REPRESENTATION AS TO WHETHER ALL OR ANY PORTION OF YOUR CONTRIBUTIONS, INCLUDING, IF ANY, PROCESSING FEES, ARE DEDUCTIBLE OR ELIGIBLE FOR TAX CREDITS.
OVERFLOW MAKES NO REPRESENTATION AS TO VALUE OF ANY CONTRIBUTION AND OVERFLOW EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND/OR LIABILITY FOR VALUATION DETERMINATIONS IN CONNECTION WITH CONTRIBUTIONS. CRYPTO CURRENCY AND STOCK OWNERSHIP ARE SUBJECT TO MARKET RISK AND OVERFLOW IS NOT LIABLE OR RESPONSIBLE FOR ANY CHANGES IN THE MARKET VALUE OF CONTRIBUTED CRYPTO CURRENCY STOCK DURING THE TIME BETWEEN WHEN YOU INITIATE THE CRYPTO CURRENCY OR STOCK CONTRIBUTION AND WHEN THE RECIPIENT NON-PROFIT ORGANIZATION RECEIVES THE CONTRIBUTED CRYPTO CURRENCY IN ITS CRYPTO WALLET OR STOCK IN ITS BROKERAGE ACCOUNT.
OVERFLOW WILL HAVE NO LIABILITY FOR ANY CLAIM BY ANY FEDERAL, STATE, PROVINCIAL, TERRITORIAL, LOCAL OR ANY OTHER TAX AUTHORITY WITH RESPECT TO THE CHARACTERIZATION ON ANY APPLICABLE TAX RETURN OF ANY CONTRIBUTION BY YOU. YOU SHOULD CONSULT WITH YOUR TAX AND/OR LEGAL ADVISORS AS TO THE AMOUNT OF YOUR CONTRIBUTION THAT IS TAX DEDUCTIBLE OR ELIGIBLE FOR TAX RECOGNITION, HAVING REGARD TO (AMONG OTHER THINGS) THE TAX STATUS OF THE RECIPIENT OF ANY CONTRIBUTION IN ANY RELEVANT JURISDICTION.
OVERFLOW MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OVERFLOW WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OVERFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL OVERFLOW’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Overflow, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Overflow are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND OVERFLOW AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND OVERFLOW AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Overflow is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Overflow should be sent to 3790 El Camino Real, Unit 568, Palo Alto, CA 94306 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Overflow and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Overflow may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Overflow or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Overflow is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Overflow and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Overflow agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Overflow will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Overflow will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Overflow will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Overflow agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending Overflow written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Overflow, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if Overflow believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. Overflow may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Overflow may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Overflow will not be liable to you or any third party for any termination of your access to the Platform.
You agree that you are solely responsible for your interactions with any other user in connection with the Platform and Overflow will have no liability or responsibility with respect thereto. Overflow reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.
These Terms of Service constitute the entire agreement between you and Overflow and govern your use of the Platform, superseding any prior agreements between you and Overflow with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Overflow agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Overflow to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will 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. You may not assign this Terms of Service without the prior written consent of Overflow, but Overflow may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Platform.