1. General Terms

1.1 Your use of the Overcast service is governed by this agreement (the "Terms"). “GAP” means GOTOANDPLAY s.n.c an Italy-based company with headquarters at Via IV Novembre, 8 12045 Fossano (CN) Italy. The “Overcast service" means the Overcast cloud platform, relative API and any other software or services offered by Overcast in connection to any of those.

1.2 In order to use the Overcast service, you must first agree to the Terms. You can agree to the Terms by actually using the Overcast service. You understand and agree that GAP will treat your use of the Overcast service as acceptance of the Terms from that point onwards.

1.3 You may not use the Overcast if you are a person barred from accessing the Overcast service under the laws of Italy or other countries, including the country in which you are resident or from which you use Overcast.

1.4 You agree that your purchases of Overcast service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by GAP regarding future functionality or features.

2. Your Account and Use of the Overcast service

2.1 You must provide accurate and complete registration information any time you register to use Overcast. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your access credentials, you agree to notify GAP immediately. This can be done through the Overcast support page, or direct email.

2.2 Your use of the Overcast service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3 You agree not to (a) access (or attempt to access) the Overcast’s administrative interface by any means other than through the interface that is provided by GAP in connection with the Overcast service or (b) engage in any activity that interferes with or disrupts the Overcast service (or the servers and networks which are connected to the Overcast service).

3. Service Policies and Privacy

3.1 You agree to comply with the Overcast Acceptable Use Policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.

3.2 The Overcast service shall be subject to the Privacy Policy for the Overcast service available at this url. You agree to the use of your data in accordance with such Privacy Policy.

3.3 GAP shall use commercially reasonable efforts to make the Overcast service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which you are given notice by GAP via email), or (b) any unavailability caused by circumstances beyond GAP’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, strikes, civil unrest, acts of terror, Internet service provider failures or delays, or denial of service attacks.

3.4 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to GAP.

4. Fees for Use of the Overcast service

4.1 You will pay all fees for the Overcast service based on the chosen server plans. You are required to maintain a valid credit card on your account at all times that you use Overcast.

4.2 Fees will be invoiced invoiced at the beginning of the billing period for prepaid services, and monthly in arrears for on-demand services, and concurrently charged to your credit card. Fees are due on the invoice date. You are responsible for providing complete, accurate and valid credit card, billing, payment and contact information to GAP and notifying GAP of any changes to such information. You acknowledge and agree that any credit card and related billing, payment and contact information that you provide to GAP may be shared by GAP with companies who work on GAP’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to GAP and servicing your account.

5. Content on Overcast and Take Down Obligations

5.1 You understand that all information (such as data files, written text, computer software, music, audio files, images, photographs, videos) to which you may have access as part of, or through your use of, the Overcast service are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content."

5.2 GAP reserves the right (but shall have no obligation) to remove any or all Content from Overcast. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take-down request from GAP. In the event that you elect not to comply with a request from GAP to take down certain Content, GAP reserves the right to directly take down such Content or to disable Applications.

5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. GAP reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.

5.4 You agree that you are solely responsible for (and that GAP has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Overcast service and for the consequences of your actions (including any loss or damage which GAP may suffer) by doing so.

5.5 You agree that GAP has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of Overcast. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

6. License from GAP

6.1 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Overcast service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by GAP, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by Overcast or any applications running on the Overcast service.

7. License from you

7.1 GAP claims no ownership or control over any Application or Content. You retain copyright and any other rights you already hold in the Application and/or Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through Overcast you give GAP a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling GAP to provide you with the Overcast service. Furthermore, by creating an Application through use of Overcast, you give GAP a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling GAP to provide you with the Overcast service.

7.2 You agree that GAP, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Overcast service.

8. Warranties, Exclusive Remedies and Disclaimers

8.1 GAP warrants that a) it has validly entered into these Terms and has the legal power to do so, and b) the functionality of the Overcast service will not be materially decreased during a subscription term. For any breach of a warranty above, your exclusive remedy shall be to terminate your subscription to the Overcast service.

8.2 You warrant that You have validly entered into this Agreement and have the legal power to do so.

8.3 NOTHING IN THESE TERMS, INCLUDING SECTIONS 8 AND 9, SHALL EXCLUDE OR LIMIT EITHER PARTY'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

8.4 GAP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE OVERCAST SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GAP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE OVERCAST SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE OVERCAST SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE OVERCAST SERVICE WILL BE ACCURATE.

9. Limitation of Liability

9.1 SUBJECT TO SECTION 8.3, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF €500,000 OR THE AMOUNT ATTRIBUTABLE TO THE OVERCAST SERVICE PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT ATTRIBUTABLE TO THE OVERCAST SERVICE PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE "FEES FOR USE OF THE OVERCAST SERVICE" SECTION ABOVE.

9.2 SUBJECT TO SECTION 8.3 ABOVE, NEITHER PARTY (NOR A PARTY'S SUBSIDIARIES AND AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY THE OTHER PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

9.3 THE LIMITATIONS ON LIABILITY IN PARAGRAPH 9.2 ABOVE SHALL APPLY WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

10. Indemnification

10.1 You shall defend GAP against any claim, demand, suit or proceeding made or brought against GAP by a third party arising from or in any way related to (a) your breach of the Terms, (b) your use of the Overcast service, (c) your violation of applicable laws, rules or regulations in connection with the Overcast service, or (d) your Content or your Application ("Claim Against GAP"), and shall indemnify GAP for any damages, attorney fees and costs finally awarded against GAP as a result of, and for amounts paid by GAP under a court-approved settlement of, a Claim Against GAP; provided that GAP (a) promptly gives you written notice of the Claim Against GAP, (b) gives you sole control of the defense and settlement of the Claim Against GAP (provided that you may not settle or defend any Claim Against GAP unless it unconditionally releases GAP of all liability), and (c) provides to you all reasonable assistance, at your expense.

10.2 GAP shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Overcast service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give GAP written notice of the Claim Against You, (b) give GAP sole control of the defense and settlement of the Claim Against You (provided that GAP may not settle or defend any Claim Against You unless it unconditionally releases you of all liability), and (c) provide to GAP all reasonable assistance, at GAP’s expense. In the event of a Claim Against You, or if GAP reasonably believes the Overcast service may infringe or misappropriate, GAP may in its discretion and at no cost to you (i) modify the Overcast service so that they no longer infringe or misappropriate, (ii) obtain a license for your continued use of the Overcast service in accordance with this Agreement, or (iii) terminate your subscription for such Overcast service upon 30 days' written notice and refund you any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.

11. General Legal Terms

11.1 The Terms, including all Order Forms, constitute the whole legal agreement between you and GAP and govern your use of the Overcast service (but excluding any services which GAP may provide to you under a separate written agreement), and completely replace any prior agreements between you and GAP in relation to the Overcast service. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of the Terms and any Order Form, the terms of such Order Form shall prevail.

11.2 You agree that GAP may provide you with notices by email, regular mail, or postings on the Overcast service. By providing GAP your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

11.3 The Terms, and your relationship with GAP under the Terms, shall be governed by the laws of the State of Italy without regard to its conflict of laws provisions. You and GAP agree to submit to the exclusive jurisdiction of the courts located in Cuneo, Italy to resolve any legal matter arising from the Terms.