Terms of Service
1. Terms of service
1.1. Please read the terms and conditions (the “Terms of Service”
) set forth below as they
apply to your access to and use of our various websites, platform, APIs, email
notifications, applications, buttons, and/or widgets relating to or in connection with the
request for and undertaking of various projects (the use of the aforesaid collectively
referred to as “the Services”
), and any information, text, graphics, photos, or other
materials uploaded, downloaded, or appearing on the aforesaid (collectively referred to
). Your access to and use of the Services signifies your acceptance of
these Terms of Service and agreement to be bound by them and any and all other
applicable terms referenced herein absolutely.
1.2. These Terms of Service are to be read together with our “Website Payment Terms”
these Terms of Service to the same extent and with the same force as if fully set forth
1.3. By accessing and/or using the Services, you represent that you are 18 years old or
above and are legally capable of entering into binding contracts.
1.4. If you do not accept these Terms of Service, please discontinue use of the Services
2.1. The following definitions and rules of interpretation apply in these Terms of Service:
refers to an account created by any user of the Platform.
refers to a user who requests a Project on the Platform.
means both (i) the web and mobile versions of the website operated and/or owned by us which is presently located at the URL www.overhear.net and (ii) any mobile applications made available from time to time by us, including iOS and Android versions.
means any product or service requested by a Seeker on the Platform.
refers to a user who pitches for and undertakes Projects on the Platform.
2.2. Clause headings shall not affect the interpretation of these Terms of Service.
2.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.4. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
), which also apply to your use of our Services.
4. Information about us
The Services are provided and operated by OverHear Pte Ltd. (“we”
). We are a limited liability company registered in Singapore with registered number
and have our registered office at
5. Changes of terms
We may amend the Terms of Service from time to time at our sole discretion without
notice or liability to you. It is your responsibility to check this page periodically for
changes. By continuing to use the Services following such amendments to the Terms
of Service, you agree to be bound by such amendments.
6. Changes to our Services
6.1. The Services that we provide are always evolving and the form and nature of the
Services that we provide may change from time to time without prior notice to you. In
addition, we may stop (permanently or temporarily) providing the Services (or any
features within the Services) to you or to users generally and need not provide you
with prior notice. We also retain the right to create limits on use and storage at our sole
discretion at any time and without prior notice to you.
6.2. We make no representations, warranties, or guarantees, whether express or implied,
that our Services or any Content on our site is accurate, complete, or up to date.
7. Accessing our Services
7.1. We do not guarantee that our Services or any content will always be available or be
uninterrupted. Access to our Services is permitted on a temporary basis. We may
suspend, withdraw, discontinue, or change all or any part of our Services without
notice. We will not be liable to you if for any reason our Services are unavailable at any
time or for any period.
7.2. You are responsible for making all arrangements necessary for you to have access to
7.3. You are also responsible for ensuring that all persons who access our Services
through your internet connection are aware of these Terms of Service and other
applicable terms and conditions and that they comply with them.
8. Your licence to use the software
OverHear gives you a personal, worldwide, royalty-free, non-assignable, and nonexclusive
licence to use the software that is provided to you by us as part of the
Services. This licence is for the sole purpose of enabling you to use and enjoy the
benefit of the Services as provided by OverHear in the manner permitted by these
Terms of Service.
9.1. To use the Services, you must create an Account on our Platform. To request a
Project on our Platform, you should create a Seeker sub-account. To undertake a
Project on our Platform, you should create a Provider sub-account. You can be both a
Seeker and a Provider on our Platform using the same Account.
9.2. To be eligible for using our Services as a Provider, you must be a citizen or permanent
resident of the Republic of Singapore (if you are a natural person) or a business
registered with the Accounting and Corporate Regulatory Authority of Singapore
) (if you are a business entity). By creating a Provider sub-account, you
warrant that you are a citizen or permanent resident of Singapore or a business
registered with ACRA.
9.3. You are responsible for safeguarding the password for your Account and for any
activities or actions under your password. We encourage you to use strong passwords
(passwords that use a combination of upper and lower case letters, numbers, and
symbols) with your Account. You must treat such information as confidential. You must
not disclose it to any third party. OverHear cannot, and will not, be liable for any loss or
damage arising from your failure to comply with the above.
9.4. You may register for an Account with us by filling in the relevant form on our Platform.
9.5. We have the right to disable any password, whether chosen by you or allocated by us,
at any time if in our reasonable opinion you have failed to comply with any of the
provisions of these Terms of Service.
9.6. If you know or suspect that anyone other than you knows your password, you must
promptly notify us at firstname.lastname@example.org
9.7. It is your responsibility to provide accurate, complete, and up to date information for
9.8. You shall not misuse the Services by creating multiple Accounts.
9.9. Prior to a Project being awarded You must not bypass OverHear in negotiating,
concluding, executing, or conducting transactions with other users of our Platform. You
should communicate with other users solely through our Platform and you must not
disclose your contact information (including email address and phone number) to other
users over the messaging feature of our Platform.
9.10. Where wrongful or fraudulent use of an Account is suspected or discovered
by OverHear, we reserve the right at our sole discretion, without liability, and without
prejudice to our other rights and remedies under these Terms of Service or at law, to
- refuse or cancel a request made through the Account;
- prohibit the Account owner or other person from accessing and/or using the
Services and/or participating in any promotion by OverHear; and/or
- merge, suspend, and/or terminate the Account(s).
10.1. We provide various subscription plans for Providers, details of which are set out on our
website. We reserve the right to amend the terms of the subscription plans from time
to time, including the rate of commission fee payable to us.
10.2. Each Provider must pay a monthly subscription fee applicable to the subscription plan
chosen in accordance with our Payment Terms.
10.3. Each Provider warrants that he is suitably qualified and where necessary,
appropriately insured, for undertaking the relevant Project.
10.4. You are advised not to disclose your Debit/Credit Card or bank account information in
your profile or any public posts on our Platform.
11. Listings and pitching
11.1. Each Seeker is entitled to list requests for Projects on our Platform subject to these
Terms of Service (a “Listing”) by taking the steps outlined on our Platform. There is no
limit on the number of listings that a Seeker can post.
11.2. Listings that are created will be automatically processed upon submission.
11.3. We reserve the right, and without prejudice to our other rights in these Terms of
Service, to refuse, remove, and/or delete any Listing at our sole discretion including,
but not limited to, if the Provider or Listing is in breach of these Terms of Service or
any additional terms we may specify on our Platform from time to time.
11.4. In creating a Listing on our Platform, you must:
- specify the appropriate type(s) or category(ies) and the preferred genre(s) of the
- specify the proposed date(s) of the desired Project;
- specify your budget price or budget range which must be in Singapore dollars
- not post any information that is offensive or unlawful, or infringes any person's
rights, including intellectual property rights.
11.5. In pitching for a Project on our Platform, a Provider must:
- specify the project fee offered for undertaking the Project inclusive of any
applicable taxes payable by the Seeker;
- provide the reason or motivation for applying;
- the period during which the offer is valid; and
- such other information relevant to the Provider’s ability or capacity to undertake
the Project as may be requested by the Seeker.
11.6. The project fee for a Project will be the fee offered by the Provider whose pitch is
accepted by the Seeker (the “Project Fee”
). The Project Fee shall be inclusive of any
11.7. Any pitch submitted by a Provider is made on the basis of the information provided by
the Seeker in the Listing at the time of submission only. In the event that the Seeker
subsequently amends or alters any information in the Listing, the pitch submitted is
deemed withdrawn and the Provider is free (but not obliged) to submit another pitch in
substitution. After a Seeker accepts a pitch and the Project is awarded, the Seeker and
Provider will be bound by the terms set out in the Listing. Any subsequent variation to
the terms of the Project must be negotiated privately and agreed to by the Seeker and
the Provider. OverHear will have no responsibility to document, mediate or enforce any
such private agreement.
11.8. In using our Platform interface, you must keep any images, details, descriptions,
prices, and promotional information accurate and up to date.
12. Award of Project and Payment of Project Fee
12.1. When pitching for a Project, a Provider must specify whether it elects to receive 50%
or 100% of the Project Fee upfront (“Advance Payment”
). Advance Payment is
payable by the Seeker to OverHear (on behalf of the Provider on and subject to these
Terms) upon accepting a Provider’s pitch on the Platform.
12.2. A Seeker must pay the Advance Payment to OverHear within 2 business days upon
receiving an invoice from OverHear. Upon verifying payment details, OverHear will
confirm to the Provider that the Project has been awarded.
12.3. A commission fee, being a prescribed percentage as specified in the Provider’s current
subscription plan of the Project Fee (the “Commission”
), is payable by the Provider to
OverHear. The Advance Payment, having deducted the amount of commission fee
payable, will be transferred by OverHear to the Provider within 5 business days after
the execution of the Project.
12.4. Commission payments are non-refundable, irrespective of whether or not the Project
12.5. In the event that the Provider elects to receive 50% of the Project Fee as Advance
Payment, the Seeker and Provider will settle the payment for the remaining 50% of the
Project Fee in such manner as they may agree. OverHear is not responsible for
guaranteeing payment by the Seeker of any Project Fee directly payable to a Provider.
13. Cancellation and Refund
13.1. Our Platform adopts a STRICT NO CANCELLATION POLICY. Once a Project has
been awarded, it cannot be cancelled.
13.2. In the event that a Seeker notifies the Provider that it does not wish to proceed with the
Project, the Advance Payment paid will be forfeited and will be transferred to the
Provider in the manner specified in Clause 12.3.
13.3. In the event that the Provider does not execute the Project on the agreed date,
OverHear will arrange a refund of the Advance Payment, having deducted a
processing fee, to the Seeker within 7 business days from the scheduled date of the
Project. In the event that the Provider does not execute the Project on the agreed date,
OverHear will arrange a refund of the Advance Payment. OverHear reserves the
right to deduct any applicable banking/transaction fees incurred in doing so.
13.4. OverHear is not responsible for the quality of the Project or any service provided by a
Provider. OverHear will not refund any Advance Payments paid by a Seeker on the
ground of poor quality of service.
14. Our role
14.1. You acknowledge that OverHear provides the Platform for Seekers to request Projects and for Providers to undertake those Projects. OverHear is not a party to any Project. Each Project is an arrangement directly between the relevant Seeker and Provider.
14.2. You acknowledge that:
- we do not confirm or endorse the identity of Account owners, check their credit
worthiness, or otherwise vet them;
- we may, at our sole discretion, but are not obliged to and do not guarantee to,
check, audit, or monitor the information posted on the Platform;
- we are not responsible or liable for any content, data, graphics or information on
the Platform that is posted by any Seeker or Provider;
- we do not monitor, control or guarantee the quality, safety, or success of any
Project undertaken or services obtained on our Platform and disclaim all
liabilities arising from or in connection therewith;
- we are not party to any contract for the performance of Projects in Listings;
- we are not involved in any transaction between a Seeker and a Provider in any
way, save that we facilitate a marketplace for Seekers and Providers and
process payments on their behalf;
- ) we are not the agents for, employees of nor joint venture partners with any
Seeker or Provider,
and accordingly, we will not be liable to any person in relation to a request for, or
performance of, any projects listed on our Platform. Furthermore, we are not
responsible for the enforcement of any contractual obligations arising out of a contract
for the performance of any Project and we will have no obligation to mediate between
the parties to any such contract. Upon occurrence of a dispute in relation to a Project,
we may take reasonable endeavours to facilitate amicable resolution between the
Seeker and the Provider for that Project, however we have no responsibility or
obligation to resolve any such dispute.
14.3. It is your sole responsibility and obligation to ensure all information, solicitations,
advertisements and any communications provided or made by you on our Platform or
through our Services comply with all applicable laws and regulations, including any
rules of professional conduct applicable in your jurisdiction.
14.4. You are solely responsible for paying any taxes, including any income taxes, goods
and services taxes and/or value-added taxes, in connection with or arising out of any
Project under any applicable laws and regulations.
14.5. A Seeker and a Provider may rate and provide feedback to each other after
undertaking a Project and we may publish such rating and feedback on our Platform.
14.6. An “OverHear score” will be given to each Provider based on our internal profile
statistics and the social media metrics of the Provider. The "OverHear score" does not
constitute any warranty or representation of the quality, safety or success of the
Project undertaken or the Provider undertaking the Project.
15. Promotions and vouchers
15.1. OverHearmay from time to time run promotions, contests, or other privilege programmes (a “Programme”
) that are subject to additional terms and conditions which are hereby incorporated by reference into these Terms of Service and can be found on our site at such applicable time.
15.2. OverHear may from time to time make available vouchers, codes, coupons, credits, or gift vouchers (a “Promotional Voucher”
). A Promotional Voucher may be subject to additional terms and conditions that are hereby incorporated by reference into these Terms of Service and can be found either on the Promotional Voucher or on our site at such applicable time.
15.3. Each Programme and Promotional Voucher is valid for the time period specified by OverHear.
15.4. Each Promotional Voucher is only eligible for single use and cannot be used in conjunction with any other Programme or Promotional Voucher unless otherwise stated or explicitly agreed to by OverHear.
15.5. A Promotional Voucher:
- cannot be refunded, redeemed, or exchanged for cash;
- is non-replaceable if lost, stolen, destroyed, duplicated, tampered with, or otherwise misappropriated;
- cannot be resold, transferred, or shared, except for a gift voucher which may be purchased by you and given to others;
- cannot be reproduced, adapted, altered, or otherwise tampered with;
- will be declared null and void by OverHear where, in our sole discretion, such Promotional Voucher is suspected to have been used in breach of these Terms of Service.
15.6. In the event of any conflict between the terms of any Promotional Voucher or Programme and these Terms of Service, these Terms of Service shall prevail.
OverHear's decision on all matters relating to each Programme or Promotional Voucher is final and binding.
15.7. OverHear reserves the right to discontinue any Programme or Promotional Voucher at any time, in our sole discretion, without notice or liability.
15.8. Any vouchers, codes, coupons, credits, or gift vouchers issued by a Provider cannot be used to purchase Projects through our Platform unless expressly stated otherwise in our Services.
16. Termination of Account
16.1. Without prejudice to any other right of termination elsewhere in these Terms of Service, we may terminate an Account with immediate effect by giving written notice to the Account owner on or at any time after the occurrence of any of the following events:
- gross misconduct or serious breach of these Terms and Conditions by an Account owner;
- the Account owner passing a resolution for its winding up or a court of competent jurisdiction making an order for its winding up or dissolution;
- the making of an administration order in relation to the Account owner or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Account owner’s assets; or
- the Account owner making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
17.1. Each Account owner agrees to be bound by our Payment Terms.
18. Our intellectual property rights
18.1. All intellectual property rights subsisting in respect of the Services belong to OverHear or have been lawfully licensed to OverHear for use in connection with the Services. All rights under applicable laws are hereby reserved. You agree not to upload, post, publish, reproduce, transmit, or distribute in any way any component of the website itself, the Content, or any access to any Service, or create derivative works with respect thereto, except with the prior written consent of OverHear or unless expressly permitted in these Terms of Service. The website, Content, and Services are copyrighted under applicable laws.
18.2. Trade marks, service marks, trade names, and logos used and displayed on the Platform (the “Trade Marks”
) are registered and unregistered trade marks of OverHear or third parties. Nothing on the Platform and in these Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use (including as a meta tag or as a “hot” link to any other website) any Trade Marks displayed on the Services, without the written permission of OverHear or any other applicable trade mark owner.
18.3. You agree that we are free to use, disclose, adopt, and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments, and other communications and information provided by you to us (the “Feedback”
) in connection with the Services and/or your use of the Services without any payment to you. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges, and/or other payments in relation to our use, disclosure, adoption, and/or modification of any or all of your Feedback.
19. Your rights
19.1. You retain your rights to any Content you submit, post, or display on or through the Services. By submitting, posting, or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods (now known or later developed).
19.2. You agree that this licence includes the right for us to provide, promote, and improve the Services and to make Content submitted to or through our Platform available to other companies, organisations, or individuals who partner with OverHear for the syndication, broadcast, distribution, or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
19.3. Such additional uses by OverHear or other companies, organisations, or individuals who partner with OverHear may be made with no compensation paid to you with respect to the Content that you submit, post, transmit, or otherwise make available through the Services.
19.4. We may modify or adapt your Content in order to transmit, display, or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media.
19.5. You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third-party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and, if you do not have the right to submit Content for such use, it may subject you to liability. OverHear will not be responsible or
liable for any use of your Content by OverHear in accordance with these Terms. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit.
20. Limited liability and warranty
Please read this section carefully since it limits the liability of OverHear and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “OverHear Entities”
). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts and, as a result, the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited. All information is for your general reference only. We do not accept any responsibility whatsoever in respect of such information.
YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS", "AS AVAILABLE." THE SERVICES ARE FOR YOUR PERSONAL USE ONLY AND THE OVERHEAR ENTITIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ON MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT.
20.1. THE ENTIRE LIABILITY OF THE OVERHEAR ENTITIES AND ANY PROVIDER, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PROJECTS AND/OR OUR SERVICES OR OTHERWISE, IS RE-PERFORMANCE OF DEFECTIVE SERVICES. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, OUR AND ANY PROVIDER'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT ENDORSE, WARRANT, OR GUARANTEE ANY MATERIAL, PRODUCT, OR SERVICE OFFERED THROUGH US OR OUR PLATFORM. WE ARE NOT AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.
20.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE OVERHEAR ENTITIES TOWARDS ANY PARTY EXCEED THE ACTUAL AMOUNT OF PAYMENT RECEIVED BY OVERHEAR FROM SUCH PARTY.
20.3. The OverHear Entities shall not guarantee or assume any responsibility that:
- the information presented on our Platform is accurate, adequate, current, or
reliable, or may be used for any purpose other than for general reference;
- the information presented on our Platform is free of defect, error, omission, virus, or anything which may change, erase, add to, or damage your software, data or equipment;
- messages sent through the internet including in connection with the services will be free from interception, corruption, error, delay, or loss;
- access to the Services will be available or be uninterrupted;
- use of the Projects and/or Services will achieve any particular result; or
- defects in the Services will be corrected.
20.4. Without limiting the generality of the foregoing, in no event will the OverHear Entities be liable to you or any other person for any direct, indirect, incidental, special, punitive, or consequential loss or damages, including any loss of business or profit, arising out of any use, or inability to use, the information or the Projects and/or Services, even if any of the OverHear Entities has been advised of the possibility of such loss or damages.
20.5. You will exercise and rely solely on your own skill and judgment in your use and interpretation of the information and use of the Projects and/or Services. You are responsible to ensure that your use of the information, Projects, and/or Services complies with all applicable legal requirements.
20.6. Without prejudice to the foregoing, if your use of the Projects and/or Services does not proceed satisfactorily and/or where applicable you do not receive appropriate responses to such use from us, as set out in these Terms of Service or otherwise, you are advised to contact us at email@example.com
. No such lack of response shall be deemed to constitute any acquiescence or waiver.
20.7. You hereby indemnify OverHear against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred byOverHearin connection with any claim made againstOverHearfor actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your use of the Projects and/or Services. This clause shall survive termination of the Terms of Service.
20.8. The limitation of liability contained in these Terms of Service will apply to the fullest extent permitted by applicable laws.
21.1. All Content, whether publicly posted or privately transmitted, is the sole responsibility
of the person who originated such Content.
21.2. Any content you upload to our site will be considered non-confidential and non- proprietary, and we have the right to use, copy, distribute, and disclose to third parties any such content for any purpose. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site
constitutes a violation of their intellectual property rights or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.
21.3. The views expressed by other users on our site do not represent our views or values. We do maintain the right to remove any posting you make on our site if, in our opinion, your post does not comply with our content standards. We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or, in some cases, postings that have been mislabelled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Services or broadcast elsewhere.
21.4. We may not monitor or control the Content posted via the Services and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
22. Content copyright policy
22.1. OverHear respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorised to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, your telephone number, and an email address; (v) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and that you are authorised to act on behalf of the copyright owner.
22.2. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user's Account if the user is determined to be a repeat infringer. Our address for notice of alleged copyright infringement appearing on the Services is 33 Ubi Avenue 3, #08-68 Vertex, Singapore 408868.
23. Use of the services
23.1. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on our Platform, to refuse any Listing, to merge, suspend or terminate Accounts, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of OverHear, its users, and the public.
23.2. We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access our site. You should use your own virus protection software.
23.3. You may not do any of the following while accessing or using the Services (i) use our Platform in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; (ii) access, tamper with, or use non-public areas of the Services, OverHear's computer systems, or the technical delivery systems of OverHear's providers; (iii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iv) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions), (scraping the Services without our prior consent is expressly prohibited); (v) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information; or (vi) interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, trojan, worm, logic bomb, or other material which is malicious or technologically harmful, overloading, flooding, spamming, mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
23.4. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.
24. Use on behalf of organisation
If you use our Services or expressly agree to these Terms of Service in the course of a
business or other organisational project, then by so doing you bind both:
2. Linking to us
- yourself; and
- the person, company or other legal entity that operates that business or organisational project,
to these Terms of Service, and in these circumstances references to "you" in these Terms of Service are to both the individual user and the relevant person, company, or legal entity, unless the context requires otherwise.
You may link to our Services provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link to our Services in any website that is not owned by you. We reserve the right to withdraw linking permission without notice.
3. Third-party links and resources in our site
3.1. The links from the Services may take you to other sites or services and you acknowledge and agree thatOverHearhas no responsibility for the accuracy or availability of any information provided by third parties' services and websites.
3.2. The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by OverHear on the Services are subject to change. In consideration for us granting you access to and use of the Services, you agree that OverHear and its third-party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
3.3. Links to other websites and services do not constitute an endorsement by us of such websites or services, or the Information, products, advertising, or other materials available made available by such third parties.
You agree to defend, indemnify, and hold us harmless from and against all liabilities, damages, claims, actions, costs, and expenses (including, without limitation, legal fees), in connection with or arising from your breach of any of these Terms of Service and/or your use of the website. We may, if necessary, participate in the defence of any claim or action and any negotiations for settlement. No settlement that may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defence and control of any claim or action.
The illegality, invalidity, or unenforceability of any provision of these Terms of Service under the law of any jurisdiction shall not affect its legality, validity, or enforceability under the laws of any other jurisdiction nor the legality, validity, or enforceability of any other provision.
6. Several users
If there are two or more persons adhering to these Terms of Service as user, their
liability under the Terms of Service is joint and several and their rights are joint.
No failure or delay by OverHear to exercise any right or remedy provided under these Terms of Service or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
8.1. The Terms of Service will continue to apply until terminated by either you or us as
8.2. You may end your agreement with us at any time for any reason by deactivating your Accounts and discontinuing your use of the Services. You do not need to specifically inform us when you stop using the Services.
8.3. We may suspend or terminate your Accounts or cease providing you with all or part of the Services at any time for any reason, including if we reasonably believe: (i) you have violated these Terms of Service or (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your Account or the next time you attempt to access your Account.
8.4. In all such cases, any provision of these Terms of Service that expressly or by implication is intended to come into or continue in force on or after termination of these Terms of Service shall remain in full force and effect.
8.5. Nothing in this section shall affect our rights to change, limit, or stop the provision of the Services without prior notice, as provided above in Clause 6 Changes to our services.
9. Force majeure
9.1. No party shall be in breach of these Terms of Service nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Service if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
9.2. The affected party shall use all reasonable endeavours to mitigate the effect of a force majeure event on the performance of its obligations.
9.3. A force majeure event shall include such events as an act of God, fire, flood, typhoon, storm, war, riot, civil unrest, act of terrorism, strikes, industrial disputes, outbreak of epidemic or pandemic illness, failure of utility service or transportation, request from a government, or interference from civil or military authorities.
10. Governing law and jurisdiction
These Terms of Service shall be governed by the laws of the Republic of Singapore. All disputes, controversies or differences arising out of or in connection with these Payment Terms and the Terms of Service between OverHear Pte Ltd and you shall be submitted to a private mediator jointly appointed by both parties or to the Singapore Mediation Centre for resolution in accordance with the SMC Procedure for the time being in force, which procedure is deemed to be incorporated by reference into this clause. Only if the matter cannot be resolved at mediation, parties agree to have the matter adjudicated in court and they agree that any action brought against the other shall be brought in Singapore and do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision
In case of discrepancies between the English version and any other language versions of these Terms of Service and contents of our Platform, the English version shall prevail.
Last updated 27th October 2016