Terms & Conditions

1. INTRODUCTION
1.1 Overview
This Terms and Conditions Policy (hereinafter referred to as “Terms”) governs the access and use of services provided by OVRHAWL, a digital marketing agency registered in the State of Wyoming, United States (hereinafter referred to as “the Company,” “we,” “us,” or “our”). By using the services offered on the OVRHAWL website, located at https://ovrhawl.com/ (hereinafter referred to as “Website”), you, the client (hereinafter referred to as “you” or “Client”), agree to comply with and be legally bound by these Terms. If you do not agree with any portion of these Terms, you must not use the Website or engage in any services provided by the Company.
1.2 Purpose
The purpose of this Agreement is to establish a comprehensive understanding between OVRHAWL and the Client, regarding the digital marketing and other associated services offered by OVRHAWL. These Terms aim to ensure clear expectations, responsibilities, and the rights of both parties in the course of our professional engagement. By entering into this Agreement, the Client acknowledges that they have read, understood, and agreed to all terms and conditions outlined in this document.
1.3 Scope of Services
OVRHAWL offers an array of digital marketing services specifically tailored to help small businesses and entrepreneurs build a robust online presence. Our core services include but are not limited to website development, search engine optimization (SEO), social media management, digital strategy consulting, content creation, branding, and artificial intelligence-powered marketing tools. Additionally, we offer specialized services such as reputation management, analytics, email marketing, customer relationship management (CRM) solutions, and online booking integration. More details regarding the services provided are accessible on the Services page of our Website.
1.4 Acceptance of Terms
By using any of OVRHAWL’s services, you affirm that you are legally capable of entering into a binding agreement with the Company. This Agreement constitutes a legally binding contract between OVRHAWL and the Client. If you are entering into this Agreement on behalf of a business entity or organization, you affirm that you have the authority to bind that entity or organization to these Terms.
1.5 Changes to Terms
OVRHAWL reserves the right to amend, modify, or update these Terms at any time without prior notice to the Client. All amendments, modifications, or updates to these Terms will be effective immediately upon being posted on the Website. The Client is encouraged to periodically review these Terms to stay informed of any changes. Continued use of OVRHAWL’s services following any changes indicates acceptance of those changes.
1.6 Entire Agreement
This Agreement, along with any supplemental agreements or other legal agreements explicitly referenced herein, constitutes the entire agreement between OVRHAWL and the Client concerning the subject matter hereof, and it supersedes all prior agreements, understandings, or representations between the parties, whether oral or written.
2. USER REGISTRATION AND ACCOUNT
2.1 Account Registration Requirements
To access certain features of the Website or to engage in OVRHAWL’s services, the Client may be required to create an account. The Client agrees to provide accurate, current, and complete information during the registration process and to keep this information updated at all times. Registration information includes, but is not limited to, the Client’s name, business name, address, contact information, and other relevant details that may be requested by OVRHAWL. Failure to provide accurate information may result in suspension or termination of the Client’s account and/or services.
2.2 Account Security
The Client is solely responsible for maintaining the confidentiality of their account credentials, including username and password. The Client agrees to notify OVRHAWL immediately of any unauthorized access to, or use of, their account. OVRHAWL will not be held liable for any loss or damage resulting from the Client’s failure to secure their account credentials.
2.3 Account Access and Termination
OVRHAWL reserves the right to suspend or terminate the Client’s account at any time, for any reason, including but not limited to, breach of these Terms, failure to make timely payments, or if the Client engages in any conduct that, in OVRHAWL’s sole discretion, is deemed detrimental to the Company’s interests or other clients. Upon termination, the Client’s right to access the Website and use OVRHAWL’s services will cease immediately. Any provisions of these Terms which by their nature are intended to survive termination shall remain in effect.
2.4 Account Information and Privacy
OVRHAWL is committed to protecting the privacy and confidentiality of the Client’s personal and business information. All information collected during the registration process is subject to our Privacy Policy, which is incorporated by reference into these Terms. By registering for an account, the Client consents to the collection, use, and disclosure of their information in accordance with the terms of our Privacy Policy. OVRHAWL will not disclose the Client’s information to third parties except as necessary to provide services or as required by law.
2.5 Eligibility
To be eligible to register for an account and use OVRHAWL’s services, the Client must be at least eighteen (18) years of age or the age of majority in their jurisdiction of residence. Individuals under the age of eighteen (18) are not permitted to use the Website or OVRHAWL’s services. By registering for an account, the Client represents and warrants that they meet the eligibility requirements.
3. SERVICES
3.1 Scope of Services Provided
OVRHAWL is dedicated to providing a comprehensive suite of digital marketing services designed to enhance small businesses’ and entrepreneurs’ online visibility and brand credibility. The specific services offered by OVRHAWL include, but are not limited to:
Website Development: Custom website creation and development tailored to meet the specific needs and branding requirements of each Client. Our development services encompass site design, user experience optimization, and content management system (CMS) integration to ensure a seamless, user-friendly website.
Search Engine Optimization (SEO): Comprehensive SEO services to improve the Client’s website ranking on major search engines. This includes on-page SEO, off-page SEO, keyword research, content optimization, and technical SEO measures to enhance search visibility and drive organic traffic.
Social Media Management: Development and execution of social media strategies on major platforms (e.g., Facebook, Instagram, Twitter, LinkedIn) to help build brand awareness, engage audiences, and promote the Client’s services or products. OVRHAWL manages account setup, content creation, post scheduling, and audience engagement to maintain a consistent and professional online presence.
Digital Strategy and Consulting: Tailored digital marketing strategies based on the specific goals, industry, and target market of the Client. Our strategy and consulting services include market analysis, competitor analysis, campaign planning, and optimization recommendations.
Content Creation: Creation of high-quality, targeted content to attract, engage, and retain the Client’s audience. Content services encompass blog posts, articles, social media content, video scripts, email marketing content, and more. All content is tailored to align with the Client’s brand voice and objectives.
Branding Services: Assistance with brand development and design, including logo design, color palette selection, and brand messaging. OVRHAWL works to build cohesive and impactful branding elements that resonate with the Client’s target audience.
AI-Powered Marketing Tools: Leveraging advanced AI tools to analyze data, predict trends, and implement data-driven marketing strategies. OVRHAWL provides cutting-edge solutions such as AI-driven customer segmentation, automated responses, and predictive analytics to enhance campaign effectiveness and customer engagement.
Additional Services: OVRHAWL offers services such as reputation management, analytics, email marketing, customer relationship management (CRM) solutions, and online booking integrations. These services are designed to support the Client’s long-term growth and are available based on the Client’s specific needs and selected package.
3.2 Custom Solutions
OVRHAWL understands that each business has unique requirements. Accordingly, the Company provides custom solutions to address specific Client needs. The scope of services and deliverables may be adapted based on mutual agreement to meet the particular objectives of the Client. Additional services not listed on the Website can be provided, but such services require a written agreement between OVRHAWL and the Client. The pricing and scope of these custom solutions will be documented and agreed upon by both parties before the commencement of any work.
3.3 Excluded Services
Certain services may fall outside the standard scope of OVRHAWL’s offerings. OVRHAWL does not assume responsibility for services provided by third-party vendors or those not explicitly included in the agreed-upon services contract. Any additional services not specified in the Client’s selected package or expressly agreed upon in writing will not be provided by OVRHAWL unless an amendment to the services agreement is made.
3.4 Third-Party Services and Costs
Where applicable, OVRHAWL may recommend or require third-party services (such as advertising on search engines or social media platforms) to achieve optimal marketing results. Such third-party services and related costs are separate from OVRHAWL’s fees and are to be paid directly by the Client. Unless specifically stated in the selected service package, the costs associated with third-party services (e.g., ad spend) are not included in OVRHAWL’s fees.
3.5 No Guaranteed Results
While OVRHAWL employs industry best practices and proven methods to achieve the best possible results for the Client, OVRHAWL does not guarantee specific outcomes or results. Digital marketing success depends on numerous factors beyond OVRHAWL’s control, including market conditions, algorithm changes, and consumer behavior. The Client acknowledges that any representation of potential success or results is an estimate and not a guarantee.
4. ORDERING PROCESS
4.1 Consultation and Proposal
The Client may initiate the ordering process by contacting OVRHAWL through the Website or other designated communication channels. Upon receiving an inquiry, OVRHAWL will conduct an initial consultation to discuss the Client’s goals, marketing needs, and budgetary considerations. Based on this consultation, OVRHAWL will develop a tailored proposal outlining the recommended services, pricing, and projected timelines. The proposal will provide a breakdown of services, specific deliverables, and any other pertinent details relevant to the engagement.
4.2 Acceptance of Proposal
After reviewing the proposal, the Client may accept the proposal by providing written approval. Approval signifies the Client’s agreement to the terms specified in the proposal, including the pricing, scope of services, and projected timelines. OVRHAWL will not begin work until the proposal is formally accepted, and the initial payment, as specified in the proposal, is received.
4.3 Service Agreement
Once the Client has accepted the proposal, OVRHAWL and the Client will enter into a formal Service Agreement that incorporates the terms of the proposal and these Terms. The Service Agreement will outline the responsibilities of both parties, expected timelines, deliverables, and payment terms. This Agreement, together with the Terms, constitutes the entire agreement between OVRHAWL and the Client regarding the services to be rendered. Any changes or amendments to the Service Agreement must be mutually agreed upon in writing.
4.4 Modifications to Orders
If the Client wishes to modify the scope of services or add additional services, the Client must submit a written request to OVRHAWL. Upon receiving the request, OVRHAWL will assess the feasibility of the requested modifications and, if accepted, will provide a revised proposal reflecting the changes in scope, timeline, and pricing. No modifications to the original Service Agreement will be effective until both parties agree to the revised terms in writing.
4.5 Payment Terms for Orders
OVRHAWL offers a range of packages and pricing models, including monthly and project-based pricing, depending on the Client’s selected services. For monthly plans, payments are automatically billed on a recurring monthly basis. For project-based pricing, payment terms, including due dates and installment schedules, will be specified in the Service Agreement. OVRHAWL requires payment before commencing any services, and all payments are non-refundable.
4.6 Non-Payment and Late Fees
In the event of non-payment or late payment, OVRHAWL reserves the right to suspend or delay the delivery of services until payment is received. If payment is not received within forty-eight (48) hours of the due date, OVRHAWL may charge an interest fee as specified in the Service Agreement and/or suspend the Client’s access to services until full payment is made. The Client acknowledges that OVRHAWL may terminate the Service Agreement if payment is not made within the specified timeframe, in which case all outstanding balances will remain due and payable.
4.7 Cancellation and Termination of Orders
The Client may request cancellation of services by providing OVRHAWL with at least forty-eight (48) hours written notice prior to the renewal date of any monthly services. Upon receiving a cancellation request, OVRHAWL will confirm the cancellation, and it will take effect at the beginning of the following calendar month. The Client is not entitled to any refunds for services already rendered, and services will continue until the end of the current billing period. OVRHAWL reserves the right to terminate the Service Agreement at its sole discretion, particularly in cases of non-payment, breach of these Terms, or the Client’s failure to provide necessary cooperation to perform the agreed-upon services.
5. PRICES AND PAYMENT
5.1 Pricing Structure
OVRHAWL provides a variety of pricing models to accommodate the diverse needs of its Clients. Our pricing structure may vary depending on the scope of services selected, the complexity of the project, and any customization required by the Client. Pricing models include monthly packages, which are billed on a recurring basis, and project-based pricing, which is determined by the specific nature and duration of the services requested. All prices are provided in U.S. dollars (USD), unless otherwise agreed in writing.
5.2 Package Selection and Customization
Upon consultation with the Client, OVRHAWL will recommend service packages that best align with the Client’s needs and objectives. The Client may select from pre-designed service packages or request a customized solution tailored to their specific business goals. Any customized services or alterations to standard packages will be reflected in the proposal provided to the Client. The final cost for customized services will be mutually agreed upon by both parties and documented in the Service Agreement before the initiation of services.
5.3 Monthly Payments and Automatic Billing
For Clients on monthly service plans, payments are automatically billed on a recurring monthly basis. The Client’s credit card or chosen payment method will be charged on the same date each month corresponding to the date on which the initial payment was made. Clients are responsible for ensuring that their payment information is current and accurate to avoid interruptions in service. By agreeing to a monthly service plan, the Client consents to automatic monthly billing for the duration of their engagement with OVRHAWL.
5.4 Invoicing and Payment Terms
OVRHAWL will issue invoices corresponding to the service plan or project selected by the Client. Invoices will be sent electronically via email or through the Client’s account on the Website. For monthly plans, invoices will be issued at the start of each billing cycle, while project-based services may involve milestone-based or installment billing as specified in the Service Agreement. Payment is due upon receipt of the invoice, and all fees must be paid in full before any services are provided.
5.5 Late Payments and Suspension of Services
In the event of late payment, OVRHAWL reserves the right to suspend services until the outstanding balance is paid in full. If payment is not received within forty-eight (48) hours after the due date, OVRHAWL may charge an interest fee, calculated at a rate specified in the Service Agreement. This fee will continue to accrue until the payment is made. Additionally, OVRHAWL reserves the right to terminate the Client’s services for repeated late payments or any substantial breach of payment terms, in which case all outstanding balances remain due and payable.
5.6 Non-Refundable Services
Due to the nature of the digital marketing services provided by OVRHAWL, all payments made are non-refundable. Once a payment is received and services commence, the Client acknowledges and agrees that they are not entitled to a refund of any portion of the fees, regardless of the outcome or perceived success of the services. This non-refundability clause is a material term of the Service Agreement and applies to both monthly and project-based services.
5.7 Service Cancellation and Payment Obligations
The Client may cancel their monthly service plan by providing OVRHAWL with written notice at least forty-eight (48) hours before the next billing date. Cancellation requests received after this time may result in one additional billing cycle before the cancellation takes effect. For project-based services, the Client may request cancellation; however, they will be responsible for paying for any work completed up to the date of cancellation, based on the agreed project milestones or hours worked. OVRHAWL reserves the right to cancel services at its discretion, particularly in cases of non-payment, breach of these Terms, or the Client’s failure to provide necessary access or cooperation.
5.8 Additional Costs and Third-Party Fees
The Client is responsible for all additional costs associated with third-party services or platforms necessary to complete the agreed-upon services (e.g., advertising spend for PPC campaigns, social media advertising costs). Such third-party fees are separate from OVRHAWL’s service fees and are typically billed directly by the third-party provider to the Client. OVRHAWL will clearly outline any anticipated third-party costs in the proposal or Service Agreement, but these costs may be subject to change based on market rates and other external factors.
5.9 Payment Methods
OVRHAWL accepts a variety of payment methods, including major credit cards, ACH transfers, and other forms of electronic payment. The Client agrees to provide accurate and current payment information at the time of initiating services and is responsible for ensuring sufficient funds or credit availability to cover the fees due. OVRHAWL may utilize third-party payment processors to facilitate transactions, and by using OVRHAWL’s services, the Client consents to any third-party processor’s applicable terms and conditions.
6. USER RESPONSIBILITIES
6.1 Timely Communication
The Client agrees to maintain timely and open communication with OVRHAWL throughout the duration of the service period. This includes, but is not limited to, promptly responding to requests for information, providing feedback on deliverables, and communicating any changes in project direction or priorities. Delays in communication may impact the timelines and effectiveness of the services provided. OVRHAWL will not be held liable for any delays in deliverables resulting from the Client’s failure to provide necessary input or approvals in a timely manner.
6.2 Provision of Necessary Access
To effectively perform the services, the Client is required to provide OVRHAWL with access to any relevant tools, accounts, or platforms necessary to execute the digital marketing strategies. Such access may include, but is not limited to, social media accounts, Google Analytics, Facebook Ads, website hosting platforms, or CRM systems. The Client agrees to furnish all required credentials or administrative access to these platforms and is responsible for maintaining the security of these accounts. OVRHAWL agrees to use such access solely for the purpose of performing the agreed-upon services and will safeguard all login credentials in accordance with the Privacy Policy.
6.3 Legal and Regulatory Compliance
The Client is responsible for ensuring that their content, products, services, and business practices comply with all applicable local, state, federal, and international laws and regulations. This includes, but is not limited to, compliance with consumer protection laws, advertising laws, intellectual property laws, and data privacy regulations. The Client acknowledges that they are solely responsible for any legal consequences arising from non-compliance with applicable laws and agrees to indemnify and hold harmless OVRHAWL from any claims, losses, or damages resulting from such non-compliance.
6.4 Intellectual Property and Content Ownership
The Client must ensure that any materials, content, or data provided to OVRHAWL for the purpose of performing services are either owned by the Client or legally authorized for use in the project. This includes images, text, video, logos, and other multimedia content. The Client agrees to grant OVRHAWL a non-exclusive, royalty-free, and revocable license to use, reproduce, and modify the provided content solely for the purpose of performing the agreed-upon services. The Client shall retain all intellectual property rights in their content, subject to any rights OVRHAWL may acquire as part of the deliverables, as outlined in the Service Agreement.
6.5 Confidentiality of OVRHAWL Proprietary Information
During the course of the engagement, the Client may become privy to confidential information, trade secrets, proprietary techniques, or business practices of OVRHAWL. The Client agrees to maintain the confidentiality of all such information and will not disclose or use it for any purpose other than the performance of the services. This confidentiality obligation shall survive the termination of the Service Agreement and continue for a period of two (2) years thereafter.
6.6 Indemnification
The Client agrees to indemnify, defend, and hold harmless OVRHAWL, its officers, employees, contractors, and agents from any and all claims, liabilities, damages, and expenses (including legal fees) arising from (i) the Client’s use of the services, (ii) the Client’s content or business practices, (iii) any breach of these Terms, or (iv) any third-party claims relating to infringement of intellectual property rights, data privacy violations, or any other legal or regulatory violations.
6.7 Non-Solicitation
The Client agrees that during the term of their engagement with OVRHAWL, and for a period of two (2) years following the termination of the Service Agreement, they will not directly or indirectly solicit, hire, or attempt to hire any employee, contractor, or agent of OVRHAWL without the Company’s prior written consent. This non-solicitation clause is critical to maintaining OVRHAWL’s workforce stability and protecting its proprietary interests. Violation of this clause will result in the Client being liable for any direct and indirect damages incurred by OVRHAWL as a result.
7. RETURNS
7.1 No Refund Policy
Due to the nature of the digital marketing and consulting services offered by OVRHAWL, the Company has a strict no-refund policy. Once payment is made and services are initiated, OVRHAWL will not issue refunds for any portion of the services, regardless of whether the Client chooses to continue utilizing them. This policy applies to all service packages, custom solutions, and project-based services offered by OVRHAWL. The Client acknowledges that by engaging OVRHAWL’s services, they agree to this no-refund policy and are fully aware of the non-refundable nature of the services provided.
7.2 Service Satisfaction
OVRHAWL is committed to providing high-quality digital marketing services and will make reasonable efforts to meet the Client’s expectations as outlined in the Service Agreement. However, due to the inherent variability and unpredictability of digital marketing results, the Client acknowledges that OVRHAWL does not guarantee specific outcomes or results. As such, dissatisfaction with the services rendered does not entitle the Client to a refund. OVRHAWL encourages open communication with the Client to address any concerns promptly and work towards mutually satisfactory solutions within the agreed-upon scope of services.
7.3 Service Modifications and Adjustments
In lieu of returns or refunds, OVRHAWL may, at its sole discretion, offer modifications or adjustments to the services to enhance the Client’s experience. If the Client expresses specific concerns or desires changes to the deliverables, OVRHAWL will make reasonable efforts to accommodate these requests, provided they fall within the original scope of the Service Agreement. Any modifications or adjustments that exceed the initial scope of services may incur additional fees, which will be agreed upon by both parties before implementation.
7.4 Cancellations and Impact on Returns
While OVRHAWL does permit Clients to cancel services with proper notice, as detailed in the Ordering Process and Prices and Payment sections, no refunds will be provided for services rendered or prepared up to the date of cancellation. Cancellations made mid-month will not result in a prorated refund, and services will continue until the end of the current billing cycle. For Clients on project-based services, any completed project milestones up to the point of cancellation will be billed in full, and no refunds will be issued for work completed.
7.5 Transfer of Services
OVRHAWL may, at its sole discretion, allow for the transfer of certain service credits or packages to another individual or entity upon the Client’s written request, provided the transfer complies with these Terms and any other applicable agreements. However, such transfers are rare and are generally only permitted under extenuating circumstances. The Client agrees that any transfer of services will be handled on a case-by-case basis and may incur additional fees.
7.6 Dispute Resolution Concerning Returns
In the event of a dispute regarding service satisfaction or a request for a return, OVRHAWL encourages the Client to communicate any concerns directly with the Company. OVRHAWL will engage in a good faith effort to resolve the issue amicably. However, the Client acknowledges that the Company’s decision regarding any request for service adjustments, modifications, or transfers will be final and binding, consistent with the no-refund policy.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Ownership of Deliverables
OVRHAWL retains full ownership of all methodologies, processes, techniques, templates, and proprietary information utilized in the execution of digital marketing services. Upon completion of services and full payment, the Client will receive a limited license to use the final deliverables produced by OVRHAWL. This license is granted solely for the Client’s internal business purposes and is non-transferable, non-exclusive, and revocable under certain conditions outlined in these Terms.
8.2 Client Ownership of Content
Any content specifically created by OVRHAWL on behalf of the Client, such as website text, blog posts, social media content, branding materials, or other creative work, shall become the property of the Client upon full payment for the services rendered. OVRHAWL agrees to assign all rights, title, and interest in such content to the Client, with the understanding that OVRHAWL may retain copies of the work for its portfolio, marketing materials, or internal records, provided that any confidential or sensitive information is excluded.
8.3 License to Use Client’s Intellectual Property
The Client agrees to grant OVRHAWL a limited, non-exclusive, royalty-free, and revocable license to use the Client’s intellectual property, including logos, trademarks, brand names, and any other proprietary materials necessary for the performance of the services. This license is limited to the scope of services outlined in the Service Agreement and shall terminate upon the completion or termination of the engagement. The Client represents and warrants that they have the legal right to grant this license and that the use of their intellectual property by OVRHAWL does not infringe on any third-party rights.
8.4 Ownership of OVRHAWL’s Proprietary Materials
OVRHAWL retains all rights, title, and interest in its proprietary materials, including but not limited to marketing strategies, software tools, reports, templates, databases, and any other intellectual property developed by OVRHAWL independently of the Client’s engagement. These proprietary materials are the sole property of OVRHAWL and may not be copied, distributed, modified, or otherwise used by the Client without the express written consent of OVRHAWL. This ownership extends to any improvements or modifications made to OVRHAWL’s proprietary materials during the course of the engagement.
8.5 Limited License for Portfolio Use
The Client grants OVRHAWL the right to use, reproduce, and display any non-confidential work created for the Client in OVRHAWL’s portfolio, marketing materials, and promotional displays. OVRHAWL agrees to obtain prior written consent from the Client before showcasing any work that may be considered sensitive or confidential. This limited license is granted on a non-exclusive, royalty-free, and revocable basis and allows OVRHAWL to use samples of its work solely for promotional and marketing purposes.
8.6 Protection of Trade Secrets and Confidential Information
Both OVRHAWL and the Client agree to keep all proprietary and confidential information shared during the course of the engagement strictly confidential. Proprietary information includes, but is not limited to, business strategies, marketing tactics, technical data, financial information, and customer lists. OVRHAWL agrees not to use or disclose the Client’s proprietary information for any purpose other than the performance of the services outlined in the Service Agreement. This obligation to maintain confidentiality will continue for a period of two (2) years following the termination of the Service Agreement.
8.7 Indemnification for Intellectual Property Infringement
The Client agrees to indemnify, defend, and hold harmless OVRHAWL from any claims, damages, liabilities, and expenses (including legal fees) arising from any claim that the Client’s content or intellectual property infringes upon a third party’s rights. This includes any claims related to copyright, trademark, patent, or other intellectual property violations. If OVRHAWL becomes aware of any potential infringement related to the Client’s content, OVRHAWL reserves the right to suspend services until the matter is resolved or to terminate the Service Agreement at its sole discretion.
8.8 Assignment and Transfer of Rights
Neither party may assign or transfer their rights and obligations under this Agreement without the prior written consent of the other party, except in the event of a corporate restructuring, acquisition, or merger. Any attempt to assign or transfer rights in violation of this clause shall be deemed null and void. Upon assignment or transfer, all terms and conditions of this Agreement shall remain binding upon and inure to the benefit of the respective successors and permitted assigns of the parties.
8.9 No Implied License
Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any intellectual property of either party, except as explicitly provided for in this Agreement. Each party retains all rights not expressly granted in this Agreement, and any unauthorized use of intellectual property outside the scope of the licensed rights shall constitute a breach of these Terms.
8.10 Intellectual Property Rights Following Termination
Upon termination of the Service Agreement, the Client’s rights to use any of OVRHAWL’s proprietary materials, methodologies, or templates will immediately cease, and the Client agrees to return or destroy any such materials in their possession. Likewise, OVRHAWL will relinquish access to the Client’s proprietary information, including website credentials, social media accounts, or CRM systems. However, any final deliverables provided to the Client will remain with the Client, subject to full payment. OVRHAWL reserves the right to retain copies of all work created for record-keeping, portfolio purposes, or compliance with legal obligations, except for sensitive or confidential information that may require destruction upon termination.
9. PRIVACY AND DATA PROTECTION
9.1 Commitment to Privacy
OVRHAWL is committed to safeguarding the privacy and security of its Clients’ personal and business information. This Privacy and Data Protection clause outlines the types of information collected, how it is used, stored, and shared, and the measures taken by OVRHAWL to ensure compliance with applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), where applicable. By engaging OVRHAWL’s services, the Client agrees to the collection and use of information as described in this clause.
9.2 Information Collection
To provide effective digital marketing services, OVRHAWL may collect various types of information from the Client, including but not limited to:
Personal Information: Such as name, contact details (e.g., email address, phone number), and business contact information.
Business Information: Information related to the Client’s business operations, products, services, and marketing objectives.
Technical Information: Information about the Client’s website performance, analytics, traffic data, and other technical data necessary for implementing digital marketing strategies.
Financial Information: Payment details necessary to process transactions for service fees and third-party costs, if applicable.
Information may be collected directly from the Client through consultations, service agreements, and account setup processes, or indirectly through third-party tools and platforms used in the course of delivering the services.
9.3 Use of Information
The information collected by OVRHAWL is used for the purpose of delivering digital marketing services as outlined in the Service Agreement. Specific uses include but are not limited to:
Service Delivery: Utilizing the information to develop and implement customized marketing strategies, manage campaigns, and optimize website performance.
Communication: Contacting the Client to provide updates on services, request feedback, address any concerns, or provide other essential information related to the engagement.
Billing and Payment Processing: Using financial information to process payments, issue invoices, and manage the Client’s account.
Analytics and Improvement: Analyzing the effectiveness of marketing campaigns and services to improve the quality of OVRHAWL’s offerings.
OVRHAWL does not sell or rent Client information to third parties. Client information will only be shared with third-party providers as necessary to fulfill the services, such as payment processors or advertising platforms, or as required by law.
9.4 Data Security
OVRHAWL employs industry-standard security measures to protect the Client’s information from unauthorized access, use, disclosure, or destruction. These measures include physical, electronic, and procedural safeguards designed to secure data throughout its lifecycle. OVRHAWL also limits access to personal and business information to those employees, contractors, and agents who need to know such information to perform their job functions. The Client acknowledges that, while OVRHAWL strives to protect its data, no method of transmission over the internet or electronic storage is 100% secure, and absolute security cannot be guaranteed.
9.5 Third-Party Services and Data Sharing
In the course of providing digital marketing services, OVRHAWL may engage with third-party service providers (e.g., advertising platforms, payment processors, and analytics tools) that may require access to the Client’s information to perform specific functions. OVRHAWL will only share the necessary information required by these third parties to fulfill their role. The Client acknowledges and agrees that these third parties are subject to their respective terms of service and privacy policies, and OVRHAWL is not responsible for the actions or policies of these third parties. OVRHAWL will, however, take reasonable steps to ensure that these third parties adhere to applicable data protection standards.
9.6 Data Retention
OVRHAWL will retain the Client’s personal and business information for as long as is necessary to fulfill the purposes for which it was collected, as required by law, or as needed to comply with legal obligations, resolve disputes, and enforce agreements. Upon termination of the Service Agreement, OVRHAWL will securely delete or anonymize personal information, except where it is required to retain it for legal or business reasons.
9.7 Client Rights
The Client has the right to access, update, or delete personal information collected by OVRHAWL, subject to certain exceptions prescribed by law. Additionally, Clients located within the European Union or other jurisdictions with data protection laws may have the right to request data portability, restrict the processing of their data, or withdraw consent where applicable. To exercise these rights, the Client should contact OVRHAWL’s Data Protection Officer at the email address provided in the Company’s Privacy Policy. OVRHAWL will respond to such requests within a reasonable timeframe, in accordance with applicable laws.
9.8 Legal Disclosures
OVRHAWL may disclose the Client’s personal and business information when required by law or if OVRHAWL reasonably believes that such action is necessary to (i) comply with a legal obligation, (ii) protect the rights, property, or safety of OVRHAWL, its Clients, or the public, or (iii) enforce or defend the terms of this Agreement.
9.9 Data Breach Notification
In the unlikely event of a data breach that affects the Client’s personal or business information, OVRHAWL will promptly investigate the matter and notify the Client in accordance with applicable data protection laws. OVRHAWL will also take appropriate measures to mitigate any potential harm resulting from the breach and work with relevant authorities as required by law.
10. DISPUTE RESOLUTION
10.1 Governing Law
This Agreement and any disputes or claims arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. The Client agrees that any legal action or proceeding arising from or related to this Agreement shall be brought exclusively in the state or federal courts located in Wyoming.
10.2 Negotiation and Good Faith Efforts
OVRHAWL and the Client agree to make a good faith effort to resolve any disputes that may arise in connection with this Agreement through informal negotiation before resorting to formal legal proceedings. Either party may initiate the dispute resolution process by providing written notice to the other party outlining the nature of the dispute and any proposed solutions. The parties agree to meet and negotiate in good faith within thirty (30) days of receiving such notice to attempt to resolve the dispute amicably.
10.3 Mediation
If the parties are unable to resolve the dispute through negotiation, they agree to attempt resolution through mediation. Mediation shall be conducted in the State of Wyoming and administered by a mutually agreed-upon mediator or mediation service. Each party shall bear its own costs associated with the mediation, with the cost of the mediator being split equally between the parties. The parties agree that they will participate in mediation in good faith and with a willingness to reach a mutually satisfactory resolution.
10.4 Binding Arbitration
In the event that the dispute is not resolved through negotiation or mediation, the parties agree to submit the matter to binding arbitration. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) and shall take place in Wyoming unless otherwise agreed by the parties. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any arbitration proceeding shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
10.5 Waiver of Jury Trial
The Client and OVRHAWL mutually agree to waive their respective rights to a jury trial in any legal or equitable action, suit, or proceeding that arises out of or relates to this Agreement. This waiver applies to any claim or dispute, whether sounding in contract, tort, or otherwise, and shall survive the termination of this Agreement.
10.6 Class Action Waiver
To the fullest extent permitted by law, the Client and OVRHAWL agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. The Client agrees to waive any right to participate as a class representative or class member in any class action, collective action, or other representative proceedings as to all disputes or claims arising from or related to this Agreement.
10.7 Confidentiality of Proceedings
Any mediation, arbitration, or other legal proceedings arising out of or in connection with this Agreement shall remain confidential. Neither party shall disclose the existence, content, or outcome of any such proceedings without the prior written consent of the other party, except as may be required by law or as necessary to enforce an arbitration award. The Client and OVRHAWL agree that they shall each bear their own attorneys’ fees and costs associated with any dispute resolution proceedings, except as otherwise provided by applicable law or by the arbitrator’s award.
10.8 Equitable Relief
Notwithstanding any provision in this Agreement to the contrary, OVRHAWL reserves the right to seek equitable relief, including but not limited to temporary restraining orders, preliminary injunctions, and permanent injunctions, to protect its intellectual property rights, trade secrets, or other proprietary interests. The Client acknowledges and agrees that any breach of the confidentiality, intellectual property, or non-solicitation provisions of this Agreement may result in irreparable harm to OVRHAWL, for which monetary damages may be inadequate, and that OVRHAWL is entitled to seek equitable relief in addition to any other remedies available at law.
11. TERMINATION OF ACCOUNTS OR SERVICES
11.1 Termination by OVRHAWL
OVRHAWL reserves the right to suspend or terminate the Client’s account and/or services, at its sole discretion, for any reason, including but not limited to, a violation of these Terms, non-payment of fees, or any behavior deemed by OVRHAWL to be harmful to its interests, reputation, or other Clients. Termination may occur immediately upon notice to the Client. Upon termination, the Client will no longer have access to their account, and OVRHAWL will cease providing the services. The Client acknowledges that no refunds or prorated amounts will be issued upon termination of services for any reason.
11.2 Termination by the Client
The Client may terminate the Service Agreement at any time by providing written notice to OVRHAWL. For monthly service plans, the Client must provide at least forty-eight (48) hours’ notice before the next billing cycle. For project-based services, the Client will be responsible for paying any outstanding amounts for work completed up to the termination date. OVRHAWL will confirm the termination date, and the services will continue until the end of the current billing cycle or as specified in the written termination notice. No refunds or prorated amounts will be issued for services provided up to the termination date.
11.3 Post-Termination Obligations
Upon termination, the Client agrees to fulfill any outstanding financial obligations, including payment for services rendered and any applicable fees. OVRHAWL will remove the Client’s access to any shared accounts, platforms, or tools utilized during the engagement, such as CRM systems, analytics dashboards, and social media management platforms. The Client will retain ownership of any content or deliverables created during the engagement, as outlined in the Intellectual Property Rights section, provided that all outstanding fees have been paid. OVRHAWL may retain copies of work for record-keeping or portfolio purposes, excluding any sensitive or confidential information.
11.4 Ownership and Transfer of Website Assets
If the Client engaged OVRHAWL for website development or management services, the Client acknowledges that OVRHAWL retains ownership of any websites hosted on OVRHAWL’s platforms or developed using OVRHAWL’s proprietary tools. Should the Client wish to transfer ownership of the website, OVRHAWL may, at its discretion, offer a website transfer upon payment of a transfer fee. The fee for transferring website ownership will be at least 100% of the monthly service fee. The terms and conditions of the website transfer, if granted, will be outlined in a separate agreement.
11.5 Continued Confidentiality Obligations
Following the termination of the Service Agreement, both parties remain bound by the confidentiality provisions outlined in these Terms. The Client agrees not to disclose or utilize any of OVRHAWL’s proprietary information, methodologies, or trade secrets obtained during the course of the engagement. This confidentiality obligation shall continue for a period of two (2) years from the termination date. OVRHAWL also agrees to maintain the confidentiality of any sensitive information shared by the Client, in accordance with the Privacy and Data Protection section of this Agreement.
11.6 Return of Proprietary Materials
Upon termination of the Service Agreement, the Client agrees to return or destroy any proprietary materials provided by OVRHAWL during the course of the engagement, including any documentation, software tools, or reports. OVRHAWL may also request the return or deletion of specific data and credentials shared for service purposes. The Client acknowledges that any failure to comply with this provision may result in further legal action and agrees to indemnify OVRHAWL against any damages arising from unauthorized use of OVRHAWL’s proprietary materials post-termination.
11.7 Reactivation of Services
In the event that the Client wishes to resume services following termination, the Client must submit a new service request and agree to any updated terms, fees, and service conditions. Reactivation of services will be subject to OVRHAWL’s availability, discretion, and the signing of a new Service Agreement. OVRHAWL reserves the right to deny reactivation requests for Clients with a history of non-payment, contract breaches, or other violations of these Terms.
12. ELECTRONIC COMMUNICATIONS
12.1 Consent to Electronic Communications
By engaging with OVRHAWL’s services and creating an account on the Website, the Client consents to receive electronic communications from OVRHAWL. These communications may include but are not limited to, updates regarding services, billing notifications, promotional materials, and other information related to the Client’s account or the services provided. The Client agrees that all notices, disclosures, agreements, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
12.2 Methods of Communication
OVRHAWL may communicate with the Client via various electronic means, including email, text messages, and notifications through the Client’s account on the Website. Additionally, OVRHAWL may communicate with the Client via third-party platforms or tools utilized in the delivery of services (e.g., project management software, CRM systems). The Client is responsible for ensuring that their contact information, including email address and phone number, is accurate and current. OVRHAWL will not be held liable for any missed communications due to inaccurate or outdated contact information provided by the Client.
12.3 Opt-Out of Marketing Communications
The Client may opt out of receiving marketing or promotional communications from OVRHAWL at any time by following the unsubscribe instructions included in such communications or by contacting OVRHAWL directly. However, the Client acknowledges that opting out of marketing communications will not affect their receipt of essential communications related to their account, billing, or the services provided by OVRHAWL.
12.4 Recordkeeping and Retention of Electronic Communications
OVRHAWL may retain copies of electronic communications sent to or received from the Client for recordkeeping and compliance purposes. The Client agrees that these records may be stored electronically and may serve as evidence of the communications between the Client and OVRHAWL. The Client also agrees to notify OVRHAWL in writing if they wish to receive hard copies of certain records, understanding that additional fees may apply for such requests.
12.5 Electronic Signatures
The Client agrees that their use of electronic signatures, including digital consent or acknowledgments, shall have the same legal effect as a handwritten signature. By electronically signing documents or indicating consent, the Client agrees to be bound by the terms outlined therein, as if physically signed in person. OVRHAWL reserves the right to request physical signatures for certain documents if deemed necessary.
12.6 Security of Electronic Communications
OVRHAWL takes reasonable precautions to protect the integrity and confidentiality of electronic communications sent to or received from the Client. However, the Client acknowledges that electronic communications are not entirely secure and that there are risks associated with transmitting information electronically. By engaging in electronic communications with OVRHAWL, the Client agrees to assume these risks and will not hold OVRHAWL liable for any unauthorized access, interception, or loss of data resulting from electronic communication.
12.7 Use of Third-Party Platforms for Communication
OVRHAWL may use third-party platforms, tools, or software for communication purposes, including but not limited to email marketing platforms, customer relationship management (CRM) systems, and project management tools. By using OVRHAWL’s services, the Client consents to the transfer and processing of their information on such third-party platforms. OVRHAWL will ensure that any third-party platform used adheres to reasonable data protection standards; however, the Client acknowledges that these platforms operate under their respective terms of service and privacy policies, for which OVRHAWL is not responsible.
12.8 Termination of Electronic Communication Consent
The Client may withdraw their consent to receive electronic communications at any time by providing written notice to OVRHAWL. Upon receiving such notice, OVRHAWL will make reasonable efforts to accommodate the Client’s request; however, the Client acknowledges that certain essential communications may still be sent electronically to facilitate the delivery of services, payment processing, and account management. OVRHAWL reserves the right to terminate the Service Agreement if the withdrawal of consent significantly hinders the Company’s ability to perform the agreed-upon services.
13. LICENSE AND SITE ACCESS
13.1 Limited License for Use of Website
OVRHAWL grants the Client a limited, non-exclusive, non-transferable, and revocable license to access and use the Website located at https://ovrhawl.com/ solely for personal or business purposes, including viewing information about OVRHAWL’s services, communicating with OVRHAWL, and engaging in the ordering and management of services. This limited license does not allow the Client to download (other than page caching) or modify any portion of the Website except with express written consent from OVRHAWL.
13.2 Prohibited Activities
The Client agrees not to engage in or facilitate any activity that may interfere with or disrupt the functioning of the Website. Prohibited activities include, but are not limited to:
Unauthorized Access: Attempting to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website, by hacking, password mining, or any other illegitimate means.
Automated Data Collection: Using any robot, spider, scraper, or other automated means to access the Website for any purpose without the prior express written consent of OVRHAWL.
Modification and Reproduction: Reproducing, duplicating, copying, selling, reselling, or otherwise exploiting any portion of the Website for any commercial purpose without express written consent from OVRHAWL.
Reverse Engineering: Attempting to decompile, disassemble, reverse engineer, or otherwise access or analyze the source code or underlying architecture of the Website or any software used by OVRHAWL.
Malicious Activities: Uploading or transmitting any software, viruses, malware, or harmful code to or through the Website that may interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
The Client agrees to use the Website in compliance with all applicable laws and regulations, and OVRHAWL reserves the right to terminate the Client’s access to the Website for any violation of this provision.
13.3 No Right to Resell or Transfer
The limited license granted to the Client does not permit resale or commercial use of the Website or its contents. The Client is prohibited from reselling, transferring, or assigning their rights or obligations under this Agreement without the express written consent of OVRHAWL. Any unauthorized transfer, assignment, or sublicense of this license shall be null and void.
13.4 Account Responsibility
The Client is responsible for maintaining the confidentiality of their account and password, as well as for all activities that occur under their account. The Client agrees to notify OVRHAWL immediately of any unauthorized use of their account or password or any other breach of security. OVRHAWL shall not be liable for any loss or damage arising from the Client’s failure to comply with these responsibilities.
13.5 Intellectual Property Rights in Website Content
All content included on the Website, including but not limited to text, graphics, logos, images, digital downloads, data compilations, and software, is the property of OVRHAWL or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. The Client agrees not to use any of OVRHAWL’s trademarks, logos, or other proprietary graphics or materials as part of any hyperlink without OVRHAWL’s prior written consent. Any unauthorized use of the Website’s content shall constitute a violation of OVRHAWL’s intellectual property rights.
13.6 Termination of License
OVRHAWL reserves the right to terminate the Client’s limited license to access the Website at any time, without notice, for any reason, including but not limited to any violation of these Terms. Upon termination, the Client agrees to immediately cease all use of the Website and destroy any downloaded or printed materials obtained from the Website.
13.7 Third-Party Links and Content
The Website may contain links to third-party websites or services that are not owned or controlled by OVRHAWL. These links are provided for the Client’s convenience only, and OVRHAWL does not endorse or assume responsibility for any third-party websites, content, or services. The Client acknowledges that any access to third-party websites is at their own risk and subject to the terms and conditions of those third-party sites. OVRHAWL shall not be liable for any loss or damage arising from the Client’s reliance on or use of third-party content.
13.8 Feedback and Submissions
Any feedback, comments, suggestions, or other submissions provided by the Client to OVRHAWL regarding the Website, its content, or its services shall become the sole property of OVRHAWL. OVRHAWL may use such feedback and submissions in any manner it deems appropriate without restriction, including but not limited to the development, marketing, and improvement of its services. The Client agrees that any feedback or suggestions submitted to OVRHAWL do not contain confidential or proprietary information.
14. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
14.1 Disclaimer of Warranties
The Website, services, and all content and materials provided by OVRHAWL are offered on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. OVRHAWL does not warrant that the Website, its servers, or any emails sent by OVRHAWL are free from viruses or other harmful components. The Client expressly agrees that their use of the Website and services is at their sole risk and that they assume full responsibility for any damages that may result from the use of, or inability to use, the Website or services.
14.2 No Guarantee of Results
While OVRHAWL strives to deliver high-quality services and achieve the best possible outcomes for its Clients, OVRHAWL makes no guarantees, representations, or warranties regarding the results that the Client may achieve through the use of the Website or services. The Client acknowledges that digital marketing results are influenced by numerous factors beyond OVRHAWL’s control, including but not limited to market conditions, search engine algorithms, and consumer behavior. As such, OVRHAWL disclaims any liability for any perceived or actual lack of results or business outcomes related to its services.
14.3 Limitation of Liability
To the fullest extent permitted by law, OVRHAWL shall not be liable to the Client or any third party for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with these Terms, the use of the Website, or the services provided by OVRHAWL. This includes, but is not limited to, any loss of revenue, profits, data, or business opportunities, even if OVRHAWL has been advised of the possibility of such damages. The Client’s sole and exclusive remedy for dissatisfaction with the Website or services is to discontinue use of the Website and/or terminate the Service Agreement.
14.4 Aggregate Liability
In the event that OVRHAWL is found liable to the Client for any damages arising from or related to the Website or services, the total cumulative liability of OVRHAWL, whether in contract, tort, or otherwise, shall not exceed the amount paid by the Client to OVRHAWL for the services during the three (3) months immediately preceding the event giving rise to the claim. The Client acknowledges that this limitation of liability is a fundamental part of the bargain and that OVRHAWL would not provide the Website or services absent such limitation.
14.5 Indemnification by Client
The Client agrees to indemnify, defend, and hold harmless OVRHAWL, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) the Client’s use of the Website or services, (ii) the Client’s violation of these Terms, (iii) the Client’s infringement of any intellectual property or other rights of a third party, or (iv) any claims related to the Client’s content, business practices, or marketing activities. OVRHAWL reserves the right to assume exclusive control of any matter subject to indemnification by the Client, in which case the Client agrees to cooperate with OVRHAWL in the defense of any such matter.
14.6 Force Majeure
OVRHAWL shall not be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to, acts of God, natural disasters, war, terrorism, civil unrest, strikes, labor disputes, pandemic, or government regulations. In the event of such a force majeure occurrence, OVRHAWL shall be entitled to a reasonable extension of time to perform its obligations or may terminate the affected services without liability to the Client.
14.7 Third-Party Liability
The Client acknowledges and agrees that certain services or components of the Website may involve third-party products, services, or platforms that are beyond the control of OVRHAWL. OVRHAWL disclaims any liability for the performance, security, or reliability of any third-party products, services, or platforms utilized in connection with its services. The Client agrees to hold OVRHAWL harmless from any claims, damages, or losses resulting from the Client’s use of third-party services, products, or platforms.
14.8 Survival of Disclaimer and Limitation of Liability
The provisions of this Disclaimer of Warranties and Limitation of Liability section shall survive the termination of this Agreement and remain in full force and effect. The Client acknowledges that these disclaimers and limitations are a material part of the Agreement and form the basis for OVRHAWL’s willingness to provide the Website and services under the terms and conditions set forth herein.
15. CHANGES TO TERMS AND CONDITIONS
15.1 Right to Modify Terms
OVRHAWL reserves the right to modify, amend, update, or revise these Terms at any time, at its sole discretion, without prior notice to the Client. Such modifications may include changes to the services offered, pricing, policies, and other provisions. The most current version of the Terms will be made available on the Website, and it is the responsibility of the Client to review these Terms regularly to stay informed of any updates or modifications.
15.2 Effective Date of Changes
Any changes to these Terms shall become effective immediately upon being posted on the Website, unless otherwise specified by OVRHAWL. The Client’s continued use of the Website and/or services following any such modifications constitutes their acceptance of the updated Terms. If the Client does not agree to the modified Terms, they must discontinue the use of the Website and services and may terminate the Service Agreement in accordance with the termination provisions outlined herein.
15.3 Material Changes and Notification
In the event of material changes to the Terms that may significantly impact the Client’s rights or obligations, OVRHAWL may, at its discretion, provide additional notice to the Client through electronic communications or by posting a notice on the Website’s homepage. Although not required, OVRHAWL endeavors to keep Clients informed of significant updates. However, the Client acknowledges that it is ultimately their responsibility to review the most current version of these Terms.
15.4 Review and Acceptance of Terms
By engaging with OVRHAWL’s services, the Client agrees to be bound by the version of the Terms in effect at the time of each service interaction or transaction. The Client acknowledges that each time they access the Website, request services, or renew existing services, they accept and agree to the most current Terms as posted on the Website. It is the Client’s responsibility to familiarize themselves with any changes to the Terms prior to continuing the use of the Website and services.
15.5 Reservation of Rights
OVRHAWL reserves all rights not expressly granted to the Client in these Terms. Any attempt by the Client to modify, amend, or condition their acceptance of these Terms, whether by written or oral means, shall be null and void unless expressly agreed to in writing by an authorized representative of OVRHAWL. The Client acknowledges that these Terms constitute the entire agreement between the parties, superseding any prior agreements, representations, or understandings, whether written or oral.
15.6 Severability of Terms
If any provision of these Terms, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect other provisions or applications of these Terms that can be given effect without the invalid, illegal, or unenforceable provision. In such cases, these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been included.
15.7 Amendments for Compliance with Law
OVRHAWL reserves the right to amend these Terms at any time to comply with applicable laws, regulations, industry standards, or legal requirements. The Client agrees that such amendments are binding upon them, and that OVRHAWL is not liable for any costs, damages, or liabilities arising from any required amendments. The Client’s continued use of the services following the posting of amended Terms constitutes their acceptance of such amendments.
16. MISCELLANEOUS
16.1 Entire Agreement
These Terms, together with the Service Agreement and any other documents expressly referenced herein, constitute the entire agreement between OVRHAWL and the Client concerning the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral, relating to the services provided by OVRHAWL. The Client acknowledges that no statements or representations made by any OVRHAWL representatives or agents, other than those expressly contained within this Agreement, shall be considered legally binding.
16.2 Assignment
The Client may not assign or transfer their rights or obligations under these Terms or the Service Agreement without the prior written consent of OVRHAWL. OVRHAWL may assign or transfer its rights and obligations under these Terms and the Service Agreement, in whole or in part, to any affiliate, successor, or entity acquiring substantially all of its assets or business, without the Client’s consent. Any attempted assignment in violation of this provision shall be null and void.
16.3 Relationship of the Parties
Nothing in these Terms or the Service Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between OVRHAWL and the Client. The Client acknowledges that they are engaging OVRHAWL as an independent contractor, and OVRHAWL shall not have the authority to bind or commit the Client in any way, nor shall the Client have the authority to bind or commit OVRHAWL in any way.
16.4 Waiver
The failure of either party to exercise any right or remedy under these Terms or the Service Agreement shall not constitute a waiver of such right or remedy. Any waiver of any provision of these Terms or the Service Agreement must be in writing and signed by the party granting the waiver. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default.
16.5 Governing Law
These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. The Client agrees to submit to the personal jurisdiction of the state and federal courts located within the State of Wyoming for the resolution of any disputes arising from or relating to these Terms, the Service Agreement, or the services provided by OVRHAWL.
16.6 Attorneys’ Fees and Costs
In the event of any legal action or proceeding arising out of or related to these Terms or the Service Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other legal expenses from the non-prevailing party. This provision shall survive the termination or expiration of the Agreement.
16.7 Notices
All notices required or permitted under these Terms shall be in writing and shall be delivered (i) by electronic mail to the address provided by the Client or (ii) by posting on the Client’s account dashboard on the Website. Notices sent by email shall be deemed received twenty-four (24) hours after the email is sent, unless the sender is notified that the email address is invalid. Notices posted on the Client’s account dashboard shall be deemed received immediately upon posting.
16.8 Headings
The headings used in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms or any provision thereof. The use of singular or plural forms, or any gender-specific terms, shall be construed to include the corresponding plural or singular forms and all genders, as applicable, unless the context clearly indicates otherwise.
16.9 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms or the Service Agreement due to circumstances beyond its reasonable control, including but not limited to, acts of God, fire, flood, earthquake, war, terrorism, pandemic, government regulation, or any other force majeure event. In such cases, the affected party shall be entitled to a reasonable extension of time to fulfill its obligations under this Agreement or may, at its discretion, terminate the Agreement without liability.
16.10 Survival of Terms
Any provisions of these Terms which, by their nature, should survive termination of the Service Agreement, including but not limited to provisions relating to intellectual property rights, confidentiality, limitation of liability, indemnification, and dispute resolution, shall survive the termination of the Agreement and remain in full force and effect.