Overgrad Inc. (“OVERGRAD”, “us” or “we”), maintains the website www.overgrad.com and its subdomains (the “Site”) as a service to its users. By accessing and/or using the Site, you are expressly agreeing to comply with and be bound by these Terms of Use (the “Terms of Use”) and our Privacy Policy (the “Privacy Policy”). By accessing, browsing and/or using this Site or contracting for or to provide IEC Services (defined below), you acknowledge you have read, understood and agree to be bound by the terms and conditions provided herein. If you do not agree to these terms, do not use the Site and exit immediately.
OVERGRAD reserves the right to make changes at any time to the Site and these Terms of Use. The most recent effective date of our Terms of Use is listed at the top of this page. Any modifications to the Terms of Use will be effective upon posting. Your continued use of the Site following posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use.
The Site provides various services for individuals enrolled in public or private schools and/or their parents/guardians (collectively, “Students”), including, but not limited to, Students seeking certain educational counseling, guidance and tutoring services (“IEC Services”), and to individuals seeking to provide IEC Services (“Independent Education Consultants” or “IECs”) and other educators. The term “you” or “your” or “User” or “Users” shall refer to Students, IECs, other educators or any person or entity who views, uses, accesses, browses or submits any content or material to the Site.
In order to access certain portions of the Site and to use certain services provided therein, OVERGRAD may require you to register with OVERGRAD and create a username and password (your “Account”). To create an Account, in addition to a username and password, you will be asked to provide information such as your name, school, graduation year (for Students only), role at your school or organization (for users that are not Students), birth date, credentials (for IECs only) address, phone number and e-mail address. You agree that the information you supply during the registration process will be accurate and complete and that you will not register under the name of, or attempt to use the Site under the name of, another person or entity. If we have reasonable grounds to suspect that information you provide as part of your registration is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your access or Account and refuse any and all current or future use of our Site and/or services.
By creating an Account you will have the opportunity to, among other things, connect with and/or take advantage of our partner educational organizations, companies, colleges and universities, and/or employers (our “Partners”).
With respect to the IEC Services, Students are solely responsible for selecting the IEC that suits their specific needs. Students should review and investigate each IEC’s self-reported credentials, education, and experience before making hiring decisions, as well as reviews from other Students and the Independent Education Consultant Payment Policies that govern how IECs are paid (the “Payment Policies”). IECs are independent contractors directly hired by Students. Accordingly IECs have control over the methods, materials and aspects of the sessions in which IEC Services are provided. ALL IEC SESSIONS SHOULD BE SUPERVISED BY A RESPONSIBLE ADULT.
Your username and password cannot be the same. When choosing your password, you should pick a non-obvious one that mixes at least six or more numbers and letters. Once your Account is set up, you can change your password at any time through the "My Account" section of the Site.
Please always remember to log out of your account at the end of your session by clicking the “SIGN OUT” link, and close your browser window whenever you leave your computer. Ultimately, you are responsible for maintaining the confidentiality of your username and password, and for all activities that occur under your account. OVERGRAD is not responsible for any loss or damage arising from your failure to protect or to keep confidential your username or password. If at any time you believe your password has been compromised, or if you suspect any unauthorized activity related to your account, you agree to contact us immediately at hello@overgrad.com.
OVERGRAD recognizes the importance of ensuring your privacy and protecting your personal information. The terms of our Privacy Policy are hereby incorporated as part of these Terms of Use.
The Site is available only to individuals who are at least 13 years old. You represent and warrant that (i) you are 13 years of age or older, (ii) you are either more than the age of majority in your jurisdiction of residence, or an emancipated minor, or possess legal or guardian consent and are competent to enter into an agreement to accept these Terms of Use and to use the Site; (iii) all registration information you submit is accurate and truthful; and (iv) your use of the Site does not violate any applicable law or regulation. OVERGRAD may, in its sole discretion, refuse to offer the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
The Site is available only to individuals who are at least 13 years old. You represent and warrant that you currently meet and will continue to meet the following eligibility requirements (the “Eligibility Requirements”) for as long as you use the Site: (i) you are 13 years of age or older, (ii) you are either more than the age of majority in your jurisdiction of residence, or an emancipated minor, or possess legal or guardian consent and are competent to enter into an agreement to accept these Terms of Use and to use the Site; (iii) all registration information you submit is accurate and truthful; (iv) your use of the Site does not violate any applicable law or regulation. If you are an IEC or any other educator, Eligibility Requirements include that neither you, nor any person in your household: (a) has been the subject of a complaint, restraining order or any other legal action involving violence, abuse, neglect, fraud, larceny, or any offence that involves endangering the safety of others; (b) has been and/or is currently required to register as a sex offender in any jurisdiction or with any government entity; and/or (c) has been convicted of a crime of any nature, including any felony offenses; and (d) neither you, nor anyone in your household, is currently out on bail or on your own recognizance pending trial, relating to any felony or misdemeanor charges of any kind, including without limitation sexual, child abuse or domestic violence offenses. OVERGRAD may, in its sole discretion, refuse to offer the Site to any person or entity and change the Eligibility Requirements at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
IECs hereby authorize OVERGRAD to verify the above representations and warranties made by them. IECs hereby acknowledge and agree that OVERGRAD shall have the right, but not the obligation, to verify such representations and warranties. You agree and understand that the verification process may include, without limitation, conducting motor vehicle records checks, sex offender registry checks, criminal background checks, identification verifications, credit checks and/or use of available public records. You consent to any use, collection or disclosure in the course of such verification and you further agree that OVERGRAD may take any such action as it, in its sole discretion, deems appropriate, including without limitation suspending and/or terminating your use of the Site, should it determine that you have violated any representation or warranty.
The preceding paragraph notwithstanding, Students understand and agree that: (i) OVERGRAD does not conduct background checks of any IEC; (ii) OVERGRAD neither confirms nor denies the validity of information provided by IECs and that OVERGRAD does not verify that any or all of the Eligibility Requirements are met by IECs; and (iii) Students need to make their own decisions and assessments about persons to engage while using the Site and that it is your sole responsibility to conduct any and all background and reference checks regarding IECs.
OVERGRAD expressly disclaims, and Students expressly release OVERGRAD from, any and all liability whatsoever for any claims, suits, controversies, claims, injuries, and/or damages arising from IEC Services and/or in any way related to any inaccuracy, untimeliness or incompleteness regarding a User’s Eligibility Requirements and/or misstatements made by the User.
OVERGRAD may utilize third party reporting agencies that perform, among other things, sex offender registry checks, criminal background checks, credit checks, motor vehicle records checks and identification verifications (“Agency Reports”). OVERGRAD does not endorse or make any representations or warranties regarding the reliability of these Agency Reports or the accuracy, timeliness or completeness of any information in any Agency Report.
IECs hereby consent to OVERGRAD collecting, using and disclosing the information in the Agency Reports. You understand and agree that OVERGRAD may, in its sole discretion, review and rely on the information in the Agency Reports in deciding whether to suspend or terminate a User of the Site or to investigate a complaint about a User. IECs further agree that OVERGRAD shall not be responsible or liable in any way in the event that any information in the Agency Reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of Agency Reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information.
OVERGRAD may make available one or more third party verification services that provide Users with the ability to inquire about certain information including, but not limited to, another User’s identity and criminal history. To the extent offered, the use of such third party verification services is voluntary for both the requesting party and the party undergoing the verification. You agree that OVERGRAD shall not be held responsible or liable in any way if any information provided by a third party verification service is inaccurate. When a third party verification service is used, you warrant that you will comply with the Fair Credit Reporting Act, 15 USC 1681.
We have invested a significant amount of time, effort and resources in the creation of the Site. You understand and agree that OVERGRAD and/or its licensors, Partners, and service providers, as applicable, retain all right, title, and interest in (including all copyrights, patents, service marks, trademarks, trade secrets and other intellectual property rights) and to all content, including without limitation, any and all photos, videos, images, sound, text, data and data compilations, graphics, works of authorship, software, design, logos, button icons and other information provided on or to the Site (all together, "Site Content"). The Site Content may not be distributed, downloaded, uploaded, modified, reused, reproduced, reposted, retransmitted, disseminated, sold, published or circulated, except as otherwise used in accordance with the express provisions of these Terms of Use. All trademarks are owned or licensed by OVERGRAD, its Partners and/or service providers. You shall not remove, alter or obscure any such notices on any printouts, screen displays or copies thereof. You shall not add any logos or other marks indicating origin or ownership or any data or content originally found thereon to any of the foregoing displays, printouts or copies thereof.
Nothing in these Terms of Use shall be deemed to grant to you or any other user any license or right in or to any copyright, trademark, trade secret, trade name, company name or other proprietary right of OVERGRAD or any other individual or entity.
The Site includes various types of Site Content. You may download, view, copy and print information, materials and any other aspect of this Site (i) solely for your personal, informational purposes; (ii) provided that neither the materials, nor any proprietary notices or disclaimers therein, are modified or altered and (iii) and so long as you do not store any significant portion of, or distribute copies of, materials found on this Site, in any form (including electronic means), without prior written permission from OVERGRAD. You agree you will not, in any way, modify, move, add to, delete, manipulate or otherwise tamper with the Site Content, nor will you decompile, reverse engineer, disassemble or unlawfully use the Site Content or portions thereof, nor will you assist any person or entity in any way in these activities.
You agree you will not interfere, in any way, with others’ use of or access to the Site or OVERGRAD services and will not attempt to gain unauthorized access to the computer system of OVERGRAD or any other User, including any use or attempted use by you of another person's password and account information. In addition, you agree not to provide to OVERGRAD any false information, or to otherwise take any other action in connection with your use of the Site which violates any treaty, law or regulation and to fully comply with all applicable treaties, laws, rules and regulations in your use of the Site.
You agree that you will not use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Site, or any portion thereof (including information regarding vehicles offered at auction or the results of any auction). You agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site.
Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site, without the prior written permission of OVERGRAD or its licensors.
You are solely responsible for all of the content that you upload, post, or otherwise transmit through your use of the Site. You agree not to upload, post or otherwise transmit content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to OVERGRAD or other Users of the website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. OVERGRAD reserves the right to edit or remove content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.
You agree that you are willing to pay all costs (as applicable) associated with the IEC Services through OVERGRAD. These costs include but are not limited to: (a) an IEC’s fee as determined by the IEC; (b) travel and transportation fees; (c) cancellation fees (if any) as described in an IEC’s cancellation policy; and (d) the commission arrangement between the IEC and OVERGRAD. You further acknowledge and agree that once you have made a payment to an IEC for IEC Services, and such payment is received by the IEC, such payment is final.
You agree that you will receive all payments associated with the IEC Services through Overgrad and to otherwise abide by the Payment Policies.
You agree not to access or attempt to access any password-protected portions of the Site without an authorized username or password. OVERGRAD reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site including any use or attempted use by you of another person's password and account information. Our decision not to pursue legal action for any violation of these Terms of Use shall not be construed as a waiver of any provision of these Terms of Use or any legal rights of OVERGRAD.
Further, OVERGRAD reserves the right to deny access to the Site, or any service or feature provided via the Site, to anyone who violates these Terms of Use or any other applicable terms and conditions of use of the Site or portions thereof or who, in our judgment, interferes with the ability of others to enjoy this website, or infringes the rights of others.
You agree not to use OVERGRAD’s services for any purpose that may violate any academic honesty policy or any other conduct policies of your school, university, academic institution or workplace.
The Site may include links to the websites of third parties. OVERGRAD is not responsible for the content of any links, or any products, services or other materials relating to any linked site, or any link contained in a linked site. OVERGRAD does not control these third-party websites and is not responsible for the content, products or services available through these sites. The existence of links from the Site to these sites should not be construed as an endorsement of any of the content, products or services appearing on such sites or as implying an association between OVERGRAD and the operators of these sites. By using these third-party websites you may be agreeing to their terms or visitor agreements. You release OVERGRAD and its affiliates from any damages that you may incur, and agree not to assert any claims against them, arising from your use of these third-party sites or from your purchase or use of any third-party provided product or service.
The Terms of Use are effective until terminated by you or OVERGRAD, for any reason, with or without notice. In addition, OVERGRAD reserves the right to terminate the Terms of Use and discontinue access to the Site and/or to discontinue providing any services thereon at any time for any reason, including, without limitation, as a result of your breach of the Terms of Use.
You may terminate the Terms of Use at any time, with or without cause, by contacting us at support@overgrad.com. Upon any termination of the Terms of Use you agree to discontinue your use and access of the Site.
Termination of the Terms of Use shall terminate any licenses granted hereunder and your participation in or under any programs or services provided in connection with the Site. In addition, OVERGRAD shall have the right, but not the obligation, to immediately terminate your username and password to prevent you from further accessing your Account, the Site and/or any secured areas. In the event that your Account is terminated, we will retain and use your information as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. Notwithstanding the foregoing, all provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitation of liability.
You agree to defend, indemnify and hold OVERGRAD and OVERGRAD's directors, officers, employees, agents, attorneys, affiliates and sublicensees and each of their respective successors and assigns harmless from all damages, demands, losses, causes of action, costs, expenses and other liabilities (including, but not limited to, attorneys' fees and expenses) relating to any claim arising out or resulting from: (i) your failure to comply with these Terms of Use, (ii) your use of the Site, (iii) any authorized disclosure, (iv) your violation of any third party’s rights, or (v) inaccurate, untimely, incomplete or misleading User information, including, without limitation with respect to registration, profile or eligibility.
You expressly agree and acknowledge that your use of the Site, or any information, content, services and/or materials contained in, accessed via, or described on the Site, is at your own risk, and that all such information, content, services and material are provided “AS IS” and “WITH ALL FAULTS.” OVERGRAD, its employees, affiliates and service providers make no warranty as to the Site and the entire risk is with you. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OVERGRAD, ITS EMPLOYEES, AFFILIATES AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL OVERGRAD, ITS EMPLOYEES, ITS AFFILIATES, PARTNERS AND/OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, OR ANY INFORMATION, CONTENT, SERVICES OR MATERIALS AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRURPTION, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF SERVICES OR DAMAGES TO YOUR HARDWARE OR SOFTWARE), EVEN IF OVERGRAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OF OVERGRAD, ITS EMPLOYEES, AFFILIATES, PARTNERS AND/OR SERVICE PROVIDERS AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT OVERGRAD HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER (INCLUDING IECs). YOU UNDERSTAND AND AGREE THAT OVERGRAD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY A USER. YOU UNDERSTAND AND AGREE THAT THAT OVERGRAD MAINTAINS NO RESPONSIBILITY FOR THE PERFORMANCE OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. AS A RESULT, OVERGRAD EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER FOR ANY CLAIMS, SUITS, CONTROVERSIES, LOSS, DAMAGES AND/OR INJURIES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IEC SERVICES.
USERS INDEPENDENTLY TRANSACT BETWEEN THEMSELVES. OVERGRAD WILL HAVE NO INVOLVEMENT IN USER INTERACTIONS. OVERGRAD IS NOT RESPONSIBLE FOR LOSS, DISPUTES, CLAIMS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION.
You may not assign or otherwise transfer in any way any of the rights and obligations arising out of the Terms of Use without the prior written consent of OVERGRAD, which may be withheld at its sole and absolute discretion. OVERGRAD may assign the Terms of Use in whole or in part.
At any time, without notice to you, and for any or no reason, OVERGRAD may modify or discontinue the Site or any other services provided therein. OVERGRAD shall in no way be held liable for any consequence which results from OVERGRAD’s decision to modify or discontinue providing the Site or any other services provided therein.
The Terms of Use shall be governed by the laws of the State of Delaware as such laws are applied to contracts executed in and to be performed entirely within Delaware by Delaware residents. This means that Delaware law will be applied to the interpretation of the Terms of Use even for non-Delaware residents.
If any portion of these Terms of Use is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions.
Any controversy, dispute or claim of any nature whatsoever, arising out of, in connection with or in relation to the Terms of Use, or otherwise involving any party hereto, including any claim based on contract, tort or statute that may lawfully be arbitrated, and including the issue of arbitrability of any such disputes, will be settled in Chicago, Illinois by binding arbitration before a single arbitrator appointed by the American Arbitration Association in accordance with its then governing rules andprocedures.
THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE AND BELOW, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF- POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE, (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF- POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
Subject to the foregoing paragraph, the arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that OVERGRAD may seek any interim, preliminary or final relief or award in a court of competent jurisdiction, necessary to protect is rights or property pending the completion of arbitration.
These Terms of Use and our Privacy Policy constitute the entire agreement between you and OVERGRAD with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. Unless otherwise required by law, OVERGRAD may amend the Terms of Use without prior notice to you. OVERGRAD may revise the Terms of Use from time to time. No waiver of any of the provisions of the Terms of Use shall be deemed or shall constitute a waiver of any other provision of the Terms of Use, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.
OVERGRAD respects the intellectual property rights of others. If you believe that any content on the Site may infringe your copyrights or other intellectual property rights, please provide OVERGRAD the written information specified below:
Please note that this procedure is exclusively for notifying OVERGRAD that your intellectual property rights have been infringed.
OVERGRAD’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:
Intellectual Property Agent
Overgrad Inc.
2545 W Diversey Ave
Suite 215
Chicago, IL 60647
E-mail: support@overgrad.com
