Terms of Service
Version
1.0
—
Jun 1, 2025
These Terms of Service ("Terms") govern your access to and use of the overmap.ai website and IT systems (the "Service"), operated by Wôrdn Inc., a Delaware corporation ("Company", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy.
1. Acceptance of Terms
By accessing or using the Service, you represent that you are at least 18 years of age, have the legal capacity to enter into these Terms, and if acting on behalf of an organization, have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use the Service.
2. Description of Service
Wôrdn Inc. provides access to overmap, a cloud-based platform ("Service"). The Service is provided on an experimental, "beta" basis and may change, be discontinued, or become unavailable at any time without notice. We make no commitments, guarantees, or warranties regarding the availability, functionality, features, security, or suitability of the Service for any particular purpose. Features shown or described may not be available or may not work as described.
3. Account Registration and Security
To use the Service, you must create an account with accurate and complete information. You are responsible for:
Maintaining the confidentiality of your account credentials
All activities that occur under your account
Immediately notifying us of any unauthorized use of your account
Ensuring all users within your organization comply with these Terms
We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the Service.
4. Acceptable Use
You agree not to:
Use the Service for any illegal purpose or in violation of any laws
Upload or transmit viruses, malware, or other harmful code
Attempt to gain unauthorized access to the Service or its related systems
Interfere with or disrupt the Service or servers or networks connected to the Service
Reverse engineer, decompile, or disassemble any part of the Service
Use automated systems or software to extract data from the Service without permission
Resell, redistribute, or sublicense the Service without our written consent
Use the Service to store or transmit infringing, libelous, or otherwise unlawful material
Exceed usage limits or attempt to circumvent any Service limitations4.1 Customer’s Content. Customer and its Users may upload and share Content via the Services including but not limited to website templates created and contributed by the Customer and its Users, blog or forum posts, images, and photos. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “Content”. After the Content is successfully uploaded, a link is made available allowing Users to share the Content. Customer retains ownership of the Content. Framer has no obligation to store, maintain, or provide Customer with a copy of the Content. Customer alone is responsible for any of the Content that may be lost or unrecoverable through the Customer’s use of the Services. Customer is encouraged to archive its Content regularly and frequently.
5. Intellectual Property Rights
Our Property: The Service, including all software, text, graphics, logos, and other content, is owned by us and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.
Your Content: You retain all rights to content you upload to the Service ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, display, reproduce, and distribute your User Content solely as necessary to provide the Service to you and your authorized users.
Feedback: Any suggestions, feedback, or ideas you provide about the Service will become our property, and we may use them without restriction or compensation to you.
6. Payment Terms
Fees: You agree to pay all fees associated with your subscription plan as described on our website or in your order form. All fees are in U.S. dollars unless otherwise specified.
Billing: All fees are billed in advance and are non-refundable under any circumstances, including Service unavailability, discontinuation, or your dissatisfaction. We reserve the right to change our fees at any time without notice.
Taxes: You are responsible for all applicable taxes. We will charge tax when required by law. If our pricing explicitly states that taxes are included, no additional taxes will be charged. Otherwise, applicable taxes will be added to the stated price.
Late Payment: Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. We may suspend your access to the Service for overdue payments.
7. Service Modifications and Availability
We reserve the right to modify, suspend, or discontinue the Service at any time, with or without notice, for any reason or no reason. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
We make no guarantees regarding Service availability, uptime, performance, or reliability. The Service may be unavailable at any time. You acknowledge that you use the Service at your own risk and should maintain appropriate backups of your data. We will make reasonable efforts to make your data available to you via the overmap API.
8. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WE EXPLICITLY DISCLAIM ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE SUITABLE FOR YOUR USE CASE, OR PRODUCE ANY PARTICULAR RESULTS. THE SERVICE IS EXPERIMENTAL AND MAY CONTAIN BUGS, ERRORS, OR SECURITY VULNERABILITIES. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OR INABILITY TO USE THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (D) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE; OR (E) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICE IN THE ONE (1) MONTH PRECEDING THE CLAIM OR (B) FIVE THOUSAND DOLLARS ($5000).
10. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, investors, advisors, and affiliates from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third party rights; (e) any harm or damages caused to third parties by your use of the Service; or (f) your negligence or willful misconduct.
11. Termination
By You: You may terminate your account at any time by contacting us. Termination does not entitle you to any refunds unless required by law.
By Us: We may suspend or terminate your account at any time, for any reason or no reason, with or without notice. This includes but is not limited to breach of Terms, non-payment, or our decision to cease operations.
Effect of Termination: Upon termination, your right to use the Service will immediately cease, and we may delete your User Content immediately without notice or ability to recover it. You are solely responsible for exporting your data before termination. Provisions that by their nature should survive termination will survive, including intellectual property, indemnification, and limitation of liability provisions.
12. Data Processing and Privacy
Your use of the Service is also governed by our Privacy Policy. We do not offer data processing agreements or service level agreements unless separately negotiated in writing. For customers requiring Standard Contractual Clauses for EU-US data transfers, we will implement SCCs as legally required.
13. Governing Law and Dispute Resolution
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 dispute arising from or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of such courts.
Arbitration: At our sole discretion, we may require any dispute to be resolved through binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the award may be entered in any court having jurisdiction.
Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
15. Export Compliance
You may not use, export, or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. You represent that you are not on any U.S. government list of prohibited or restricted parties.
16. Changes to Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the new Terms on the Service and updating the effective date. Your continued use of the Service after changes become effective constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Service.
17. General Provisions
Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction.
Notices: All notices under these Terms shall be in writing and delivered to the email address associated with your account (for notices to you) or to info@overmap.ai (for notices to us).
18. Contact Information
If you have questions about these Terms, please contact us at:
Wôrdn Inc.
General Inquiries: info@overmap.ai
Data Protection Officer: magnus@overmap.ai
Note: These Terms of Service do not replace the Terms of Service for those Customers who have a separately negotiated agreement.
These Terms of Service ("Terms") govern your access to and use of the overmap.ai website and IT systems (the "Service"), operated by Wôrdn Inc., a Delaware corporation ("Company", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy.
1. Acceptance of Terms
By accessing or using the Service, you represent that you are at least 18 years of age, have the legal capacity to enter into these Terms, and if acting on behalf of an organization, have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use the Service.
2. Description of Service
Wôrdn Inc. provides access to overmap, a cloud-based platform ("Service"). The Service is provided on an experimental, "beta" basis and may change, be discontinued, or become unavailable at any time without notice. We make no commitments, guarantees, or warranties regarding the availability, functionality, features, security, or suitability of the Service for any particular purpose. Features shown or described may not be available or may not work as described.
3. Account Registration and Security
To use the Service, you must create an account with accurate and complete information. You are responsible for:
Maintaining the confidentiality of your account credentials
All activities that occur under your account
Immediately notifying us of any unauthorized use of your account
Ensuring all users within your organization comply with these Terms
We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the Service.
4. Acceptable Use
You agree not to:
Use the Service for any illegal purpose or in violation of any laws
Upload or transmit viruses, malware, or other harmful code
Attempt to gain unauthorized access to the Service or its related systems
Interfere with or disrupt the Service or servers or networks connected to the Service
Reverse engineer, decompile, or disassemble any part of the Service
Use automated systems or software to extract data from the Service without permission
Resell, redistribute, or sublicense the Service without our written consent
Use the Service to store or transmit infringing, libelous, or otherwise unlawful material
Exceed usage limits or attempt to circumvent any Service limitations4.1 Customer’s Content. Customer and its Users may upload and share Content via the Services including but not limited to website templates created and contributed by the Customer and its Users, blog or forum posts, images, and photos. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “Content”. After the Content is successfully uploaded, a link is made available allowing Users to share the Content. Customer retains ownership of the Content. Framer has no obligation to store, maintain, or provide Customer with a copy of the Content. Customer alone is responsible for any of the Content that may be lost or unrecoverable through the Customer’s use of the Services. Customer is encouraged to archive its Content regularly and frequently.
5. Intellectual Property Rights
Our Property: The Service, including all software, text, graphics, logos, and other content, is owned by us and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.
Your Content: You retain all rights to content you upload to the Service ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, display, reproduce, and distribute your User Content solely as necessary to provide the Service to you and your authorized users.
Feedback: Any suggestions, feedback, or ideas you provide about the Service will become our property, and we may use them without restriction or compensation to you.
6. Payment Terms
Fees: You agree to pay all fees associated with your subscription plan as described on our website or in your order form. All fees are in U.S. dollars unless otherwise specified.
Billing: All fees are billed in advance and are non-refundable under any circumstances, including Service unavailability, discontinuation, or your dissatisfaction. We reserve the right to change our fees at any time without notice.
Taxes: You are responsible for all applicable taxes. We will charge tax when required by law. If our pricing explicitly states that taxes are included, no additional taxes will be charged. Otherwise, applicable taxes will be added to the stated price.
Late Payment: Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. We may suspend your access to the Service for overdue payments.
7. Service Modifications and Availability
We reserve the right to modify, suspend, or discontinue the Service at any time, with or without notice, for any reason or no reason. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
We make no guarantees regarding Service availability, uptime, performance, or reliability. The Service may be unavailable at any time. You acknowledge that you use the Service at your own risk and should maintain appropriate backups of your data. We will make reasonable efforts to make your data available to you via the overmap API.
8. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WE EXPLICITLY DISCLAIM ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE SUITABLE FOR YOUR USE CASE, OR PRODUCE ANY PARTICULAR RESULTS. THE SERVICE IS EXPERIMENTAL AND MAY CONTAIN BUGS, ERRORS, OR SECURITY VULNERABILITIES. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OR INABILITY TO USE THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (D) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE; OR (E) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICE IN THE ONE (1) MONTH PRECEDING THE CLAIM OR (B) FIVE THOUSAND DOLLARS ($5000).
10. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, investors, advisors, and affiliates from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third party rights; (e) any harm or damages caused to third parties by your use of the Service; or (f) your negligence or willful misconduct.
11. Termination
By You: You may terminate your account at any time by contacting us. Termination does not entitle you to any refunds unless required by law.
By Us: We may suspend or terminate your account at any time, for any reason or no reason, with or without notice. This includes but is not limited to breach of Terms, non-payment, or our decision to cease operations.
Effect of Termination: Upon termination, your right to use the Service will immediately cease, and we may delete your User Content immediately without notice or ability to recover it. You are solely responsible for exporting your data before termination. Provisions that by their nature should survive termination will survive, including intellectual property, indemnification, and limitation of liability provisions.
12. Data Processing and Privacy
Your use of the Service is also governed by our Privacy Policy. We do not offer data processing agreements or service level agreements unless separately negotiated in writing. For customers requiring Standard Contractual Clauses for EU-US data transfers, we will implement SCCs as legally required.
13. Governing Law and Dispute Resolution
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 dispute arising from or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of such courts.
Arbitration: At our sole discretion, we may require any dispute to be resolved through binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the award may be entered in any court having jurisdiction.
Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
15. Export Compliance
You may not use, export, or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. You represent that you are not on any U.S. government list of prohibited or restricted parties.
16. Changes to Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the new Terms on the Service and updating the effective date. Your continued use of the Service after changes become effective constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Service.
17. General Provisions
Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction.
Notices: All notices under these Terms shall be in writing and delivered to the email address associated with your account (for notices to you) or to info@overmap.ai (for notices to us).
18. Contact Information
If you have questions about these Terms, please contact us at:
Wôrdn Inc.
General Inquiries: info@overmap.ai
Data Protection Officer: magnus@overmap.ai
Note: These Terms of Service do not replace the Terms of Service for those Customers who have a separately negotiated agreement.