This document (henceforth “Terms of Service”) is entered into by and between
Overflow Technologies, Inc. (henceforth “Overflow”) at: 2727 N. Grove Industrial Drive, Suite 105, Fresno, CA, 93727
And any participating establishment, which signs the Overflow Service Agreement, (henceforth “Company")
These Terms of Service are considered in effect and legally binding once signed by both parties and are subject to the signature last executed (henceforth “Effective Date”). These Terms of Service supersede any previously signed Terms of Service by and between Company and Overflow. These Terms of Service shall continue forward indefinitely until either party chooses to terminate business connections as outlined within this document.
Company agrees that any devices, tools, computer systems, or hardware that Overflow provides to Company related to the facilitation of Services, will remain the property of Overflow and must promptly be returned to Overflow upon request and for any reason.
All transactions shall be completed and processed 100% by a third-party payment provider. All transactions are paid to Company according to the terms of the third-party payment provider. Overflow retains no portion of the monies transacted between patrons and Company. The current third-party payment provider is Stripe, which has processing fees currently set at 2.9% plus $0.30 per transaction. This information can be further reviewed as needed, and at any time on Stripe’s website https://stripe.com/us/pricing,
Credit Card information as is provided by the patrons is always encrypted when transferred over Overflow application networks.
Company takes full responsibility for age verification of any customer that orders through the Overflow application(s).
Company is prohibited from using any Overflow applications, devices, tools, computer systems, hardware, or products for any illegal or unauthorized purpose.
Company is responsible for monitoring and limiting, if necessary, the alcohol consumption of any patron that is provided Services at their bar via Overflow applications.
A breach or violation of any item within these Terms or Service can result in an immediate termination of Company’s continued use of Services through Overflow.
Overflow reserves the right at any time to modify or discontinue its Services (or any part or content thereof) without notice to Company.
Overflow shall not be held liable to Company or any third-party for the modification, price change, suspension, or discontinuance of Services.
Company acknowledges and agrees that Overflow provides Services ”as is” and “as available” without any warranties, representations or conditions of any kind, and without any endorsement. Furthermore, Overflow shall have no liability whatsoever arising from or relating to Company’s use of third-party tools.
Any use by Company of optional tools offered through the Software is entirely at Company’s own risk and discretion. Company should ensure they are familiar with and approve of all terms on which tools are provided by relevant third-party providers.
Overflow may offer in the future new Services and/or features through the Software (including, the release of new tools and resources). Such new Services and/or features are subject to these Terms of Service unless otherwise stated as such in a separate document, as mutually agreed upon by both parties.
Overflow may, but has no obligation to, monitor, edit, or remove content that is determined in its sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Company acknowledges and is responsible for possessing valid federal and/or state license(s) to serve alcohol.
Company acknowledges that it carries general liability insurance for the established venue.
Company acknowledges that it carries liquor liability insurance for the established venue.
Use of Software Pricing
Software will be leased to Company for any duration of time the Software is in use by Company. The price for the use of Software under these Terms of Service will be zero dollars ($0.00) per month.
This rate of zero dollars ($0.00) per month for Software usage is a special introductory offer, and will last for as long as the software continues to be in use, and is uninterrupted by any action of Company. In the case where Overflow services are suspended by Company and then reinstalled at a later date, Overflow’s monthly price may be subject to change. Should an interruption of service happen at no fault of Company, then monthly price of zero dollars ($0.00) per month shall remain intact unless otherwise agreed upon in writing by both parties.
Overflow maintains at all times the full unrestricted rights of access and ownership for any and all hardware provided to Company. Overflow will lease any and all hardware to Company for the cost of zero dollars ($0.00) per month.
If at any point in time and for any reason Overflow should require the return of their leased hardware, Overflow may at the full discretion reclaim any and all hardware with or without prior notice of Company.
Overflow does not hold Company accountable for the normal depreciation of any and all hardware that is leased and used by Company on a regular basis.
Overflow will replace any and all damaged or depreciated hardware so long as it is economically viable for Overflow to do so.
Overflow may discontinue service with Company should they choose not to replace any or all hardware at any given time.
Only those applications as installed by Overflow, outside of the default operating system(s) and tools as provided by the hardware manufacturer, may be present or in operation at any time on Overflow hardware while in the possession of Company.
All Overflow owned and Company leased hardware must remain at the physical address as agreed upon by Company and Overflow in advance, and may not leave or be used by Company at any other address. In the event that Company has multiple locations requiring Overflow Services at multiple physical addresses, additional items of hardware specific to each physical address can be provided to Company.
Overflow alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, the Software, and the Services. These Terms of Service are not a sale and do not convey to Company any rights of ownership in or related to the Website, the Software, the Services, or any intellectual property rights owned by Overflow. Overflow’s name, logo, and the product names associated with the Website, the Software and Services are trademarks of Overflow or third parties, and no right or license is granted to use them without the prior written consent of Overflow and or the applicable third parties. Company agrees to not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Software or the Services.
Company agrees to indemnify and hold harmless Overflow and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from Company’s (a) User Content; (b) misuse of the Website, Software or Services; (c) violation of this Agreement; or (d) violation of any applicable laws, rules or regulations through or related to the use of the Website, Software or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the terms in this section, Company agrees to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. Overflow reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Company, in which event Company agrees to fully cooperate with Overflow in asserting any available defenses. This provision does not require Company to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website, Software or Services. Company agrees that the provisions in this section will survive any termination of these Terms of Service, or Company’s access to the Website, Software and/or Services.
Limit of Liability
To the fullest extent of the law, Overflow’s aggregate liability shall not exceed the greater of (a) amounts actually earned in advertising revenue at Company’s location during the six (6) months period immediately preceding the event giving rise to such a claim, and (b) the remedy or penalty imposed by the statute under which such claim arises. The foregoing cap on liability shall not apply to liability of Overflow for (a) death or personal injury caused by Overflow’s negligence or willful misconduct, or (b) any injury caused by Overflow’s fraud or fraudulent misrepresentation.
To the fullest extent of the law, Overflow shall not be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including personal injury, loss of data, revenue, profits, use or other economic advantage). Overflow shall not be liable for any loss, damage or injury which may be incurred by Company, including but not limited to loss, damage or injury arising out of, or in any way connected with the Website, Software, or Services including but not limited to the use or inability to use the Website, Software, or Services, any reliance placed by Company on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Company and any distributor, advertiser or sponsor whose advertising appears on the Website or is referred by the Software or Services, even if Overflow and/or its licensors have been previously advised of the possibility of such damages.
Severance of Terms
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion(s) shall be deemed as severed from these Terms of Service. Furthermore, any such determination or amendments of provisions shall not affect the validity and enforceability of any remaining provisions within these Terms of Service.
Any obligations and liabilities by either Company or Overflow which are incurred prior to the termination date of these Terms of Service shall survive the termination of this agreement.
These Terms of Service are effective unless and until terminated by either Company or Overflow. Company may terminate these Terms of Service at any time by notifying Overflow that it no longer wish to provide the Services as offered by Overflow to its patrons.
The failure by either party to exercise or enforce any rights or provisions within these Terms of Service shall not constitute a waiver of such rights or provisions.
These Terms of Service along with any subsequent amendments or supplemental documents to these Terms of Service, shall be governed in, by, and construed in accordance with the laws of the State of California, with a de facto location for all applicable court hearings of Fresno, California.