Terms of Service

Last Updated: February 18, 2025

These Terms of Service ("Terms") govern your access to and use of the Overlap service (the "Service") provided by Vastly Inc. ("Overlap," "we," "us," or "our"). By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Service.

1. Description of the Service

Overlap is a SaaS tool for video editing that enables users to create clips from YouTube videos. In order to use the Service, you must create an account. By using the Service, you agree that you are solely responsible for any content you create or post, including ensuring that you have the necessary rights and permissions.

2. User Accounts and Responsibilities

• Account Registration: In order to access and use certain features of the Service, you must register for an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

• Accuracy of Information: You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary.

• User Content: You retain all rights to the clips and other content you create using the Service. However, you are solely responsible for the content you generate, including ensuring that your use of any third-party content (e.g., YouTube videos) complies with all applicable copyright laws and policies.

3. Copyright and User-Generated Content

• User Responsibility: You acknowledge and agree that you are solely responsible for any copyright claims or disputes that may arise from the clips or other content you create or post using the Service.

• Copyright Infringement: You represent and warrant that you have all necessary rights, licenses, and permissions to use any third-party content included in your clips. Overlap is not responsible or liable for any infringement claims related to content you create or share.

• DMCA Notices: If you believe that your copyrighted work has been used in a manner that constitutes copyright infringement, please follow our DMCA procedure. [Include a detailed DMCA notice procedure or a link if available.]

4. Payment and Subscriptions

If you choose to purchase a subscription or any paid services offered by Overlap:

• Billing: You agree to provide accurate and complete billing information. By subscribing, you authorize us to charge your designated payment method for the applicable fees.

• Refunds and Cancellations: Any refunds, cancellations, or billing disputes will be governed by our Refund Policy, which is available upon request or via our website.

5. Modifications to the Service and Terms

• Service Changes: We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time without notice.

• Updates to Terms: We may update these Terms from time to time. The updated version will be effective as soon as it is posted on our website. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

6. Disclaimers

• "As Is" Basis: The Service is provided on an "as is" and "as available" basis. Overlap disclaims all warranties, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

• No Guarantee of Uninterrupted Service: We do not guarantee that the Service will be uninterrupted, error-free, or secure.

7. Limitation of Liability

To the fullest extent permitted by law, in no event shall Overlap, its affiliates, directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your access to or use of, or inability to access or use, the Service—even if advised of the possibility of such damages.

8. Indemnification

You agree to indemnify, defend, and hold harmless Overlap, its parent company, affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with:

• Your use of the Service,

• Your violation of these Terms, or

• Your infringement of any third-party rights.

9. Governing Law and Dispute Resolution

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

• Dispute Resolution: Any dispute arising out of or relating to these Terms or your use of the Service shall be resolved exclusively in the state or federal courts located in San Francisco, CA, and you consent to the jurisdiction of these courts.

10. Links to Third-Party Websites

Our Service may contain links to third-party websites or resources. You acknowledge and agree that Overlap is not responsible for the availability, accuracy, or content of such external sites. The inclusion of any link does not imply endorsement by Overlap of the third-party website.

11. Miscellaneous

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

• Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

• Entire Agreement: These Terms, along with any policies or rules referenced herein, constitute the entire agreement between you and Overlap regarding your use of the Service.

12. Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated herein by reference and is available at overlap.ai/legal.

13. Contact Information

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

Overlap (Vastly Inc.)
78 S Park, San Francisco, CA
Email: Support@overlap.ai