Terms of Service

1. Acceptance of Terms

Welcome to Ovrly! By accessing or using our mobile application, website, or any related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you and Atriumn Inc., a Delaware corporation. Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

2. Eligibility

Age Requirement: You must be at least 13 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

Minors: If you are between 13 and 18 years old (or the age of majority in your jurisdiction), you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

Account Accuracy: You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must create an account. You may register using:

• Email and password
• Third-party authentication services (Apple, Google, etc.)

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password
• Not share your account credentials with others
• Immediately notify us at legal@ovrly.co if you suspect unauthorized access

We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Account Termination

You may delete your account at any time through the app settings. We reserve the right to suspend or terminate your account at our sole discretion if you violate these Terms.

4. User Content and License Grant

4.1 Your Content

Ovrly allows you to create, upload, and share content including photos, drawings, overlays, and other materials (collectively, "User Content"). You retain all ownership rights to your User Content.

4.2 License to Ovrly

By uploading or sharing User Content on the Service, you grant Ovrly a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to:

• Use, reproduce, modify, adapt, and create derivative works from your User Content
• Display, distribute, and transmit your User Content on the Service
• Use your User Content in marketing materials, promotional content, and demonstrations of the Service
• Allow other users to view, share, and download your publicly shared User Content

This license continues even if you stop using the Service, unless you delete your User Content. We may retain backup copies for technical and legal compliance purposes.

4.3 User Content Representations

You represent and warrant that:

• You own or have the necessary rights to all User Content you submit
• Your User Content does not violate any third-party rights
• Your User Content complies with these Terms and applicable laws

4.4 Content Sharing

When you share User Content publicly on Ovrly, other users may view, share, and download your content according to the sharing settings you select. You understand that once content is shared, you may not be able to control how others use it.

5. AI-Generated Content

AI Overlays: Ovrly uses artificial intelligence and machine learning technology to generate overlays and enhance images. Content generated by our AI systems ("AI-Generated Content") is owned by Ovrly.

Your Use: When you use AI-Generated Content in your creations, you receive a license to use that content as part of your User Content, subject to these Terms.

No Guarantees: AI-Generated Content is provided "as-is" and may not always meet your expectations. We do not guarantee the accuracy, quality, or appropriateness of AI-Generated Content.

6. Intellectual Property Rights

6.1 Ovrly's Intellectual Property

The Service and its original content (excluding User Content), features, and functionality are owned by Atriumn Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks and trade dress may not be used without our prior written consent.

6.2 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble the Service
• Remove any copyright or proprietary notices
• Use the Service for commercial purposes without our permission
• Access the Service through automated means (bots, scrapers, etc.)

7. Prohibited Conduct

You agree not to:

• Violate Laws: Use the Service in any way that violates applicable federal, state, local, or international laws
• Infringe Rights: Upload content that infringes on intellectual property, privacy, or other rights of third parties
• Harmful Content: Share content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Impersonation: Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Spam: Send unsolicited or unauthorized advertising, spam, or promotional materials
• Malicious Activities: Introduce viruses, malware, or any code that may harm the Service or users
• Interference: Interfere with or disrupt the Service or servers connected to the Service
• Data Harvesting: Collect or harvest any information about other users without their consent
• Sexual Content Involving Minors: Upload, share, or distribute any content depicting minors in a sexual or suggestive manner

8. Content Moderation

Right to Review: We reserve the right, but not the obligation, to review, monitor, and remove User Content that violates these Terms or is otherwise objectionable.

Automated Systems: We may use automated systems and human moderators to detect and remove prohibited content.

Reporting: Users can report content that violates these Terms. We will investigate reports and take appropriate action.

No Liability: We are not responsible for User Content and do not endorse any opinions expressed by users. We are not liable for any loss or damage resulting from User Content.

9. Paid Services and Subscriptions

9.1 Premium Features

Ovrly may offer paid subscriptions, in-app purchases, and premium features ("Premium Services"). Pricing and features are subject to change with notice.

9.2 Billing and Payment

Payment Processing: Payments are processed through third-party payment processors (Apple App Store, Google Play Store, Stripe, etc.). You agree to their terms and conditions.

Subscriptions: Subscriptions automatically renew unless you cancel before the renewal date. You can manage subscriptions through your app store account settings.

No Refunds: All payments are non-refundable except as required by law or as explicitly stated in our refund policy.

9.3 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period.

10. Third-Party Services and Links

The Service may integrate with or contain links to third-party services, including:

• Social media platforms (YouTube, Instagram, TikTok, X/Twitter, Reddit, Snapchat)
• Authentication services (Apple Sign-In, Google Sign-In)
• Cloud services (Amazon Web Services)

We are not responsible for the content, privacy policies, or practices of third-party services. Your interactions with third-party services are governed by their respective terms and policies.

11. Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Service, you consent to our data practices as described in the Privacy Policy.

Children's Privacy: We comply with the Children's Online Privacy Protection Act (COPPA) and do not knowingly collect personal information from children under 13 without parental consent.

12. Disclaimers

AS-IS SERVICE: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

NO GUARANTEE: WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

USER CONTENT: WE DO NOT WARRANT OR ENDORSE THE ACCURACY, RELIABILITY, OR QUALITY OF USER CONTENT.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ATRIUMN INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL
• ANY DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICE
• ANY DAMAGES RESULTING FROM USER CONTENT OR THE CONDUCT OF OTHER USERS OR THIRD PARTIES
• ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to indemnify, defend, and hold harmless Atriumn Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@ovrly.co to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

15.2 Binding Arbitration

Agreement to Arbitrate: If informal resolution fails, you and Atriumn Inc. agree that any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

Arbitration Rules: Arbitration shall be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the county where you reside or in Cook County, Illinois, or another mutually agreed location.

Arbitration Fees: Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

15.3 Class Action Waiver

YOU AND ATRIUMN INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Unless both you and Atriumn Inc. agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

15.4 Opt-Out

You may opt out of the arbitration agreement by sending written notice to us at legal@ovrly.co within 30 days of first accepting these Terms. The notice must include your name, address, and a clear statement that you want to opt out of this arbitration agreement.

16. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any disputes not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

17. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on the Service
• Sending an email to the address associated with your account
• Displaying a prominent notice within the app

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

18. Termination

By You: You may terminate your account at any time by deleting it through the app settings or contacting us.

By Us: We may suspend or terminate your account immediately, without prior notice, for any reason, including if you breach these Terms.

Effect of Termination: Upon termination, your right to use the Service will immediately cease. We may delete your User Content, though we may retain backup copies for legal compliance purposes. Sections that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

19. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

20. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and Atriumn Inc. regarding the Service.

21. Contact Information

If you have any questions about these Terms, please contact us: