REV. 133C579, STATE OF FLORIDA
VERSION DATE: OCTOBER 15, 2019

Copyright © 2019. Lymion Group, Inc., also doing business as “Overproof” and/or “Spirited Partners”. In this document, Lymion Group, Inc. may also be referred to as “Lymion Group”, “Overproof”, “Spirted Partners”, “Our”, or “We”. This site and our software are protected by copyright and trademark laws under U.S. and international law. All rights reserved.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE – PLEASE NOTE THAT THIS IS NOT THE DOCUMENT THAT GOVERNS THE RIGHTS AND RESPONSIBILITIES OF OVERPROOF RETAILER AND DISTRIBUTOR SUBSCRIBERS FOR USING OUR ELECTRONIC SERVICES. BY USING THIS SITE, YOU OR THE ENTITY YOU ARE AUTHORIZED TO REPRESENT SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS OF USE. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO USE ANY OF OVERPROOF’S WEBSITES. PLEASE READ THIS DOCUMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THIS WEBSITE.

Overproof may revise and update these Terms of Use at any time. Please periodically review these Terms of Use posted at Overproof’s websites because your continued usage of Overproof’s websites (the Overproof website homepage of which is at http://www.Overproof.com) after any changes to these Terms of Use will mean you accept those changes.

1.1  OVERPROOF PRIVACY POLICY

Overproof’s position on the privacy of its customers and visitors to this website can be found in the Overproof Privacy Policy.

1.2  USE OF CONTENT – COPYRIGHT

Upon acceptance of these Terms and Conditions, Overproof authorizes you, to view or download a single copy of, the material on this website solely for your personal, informational use, provided that you retain all copyright and other proprietary notices contained in the original material on any copies of the material. Such material specified above does not include the design or layout of Overproof’s websites. Elements of Overproof’s websites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from Overproof’s websites may be copied or retransmitted unless expressly permitted by Overproof. Special rules or license terms may apply to the use of certain software and other items provided to you via Overproof’s websites (collectively, “Software”). Any such special rules or license terms accompany or are listed in association with or through a hyperlink associated with the Software.

The contents of Overproof’s websites (“Content”), such as text, graphics, data, images, Software and other material are protected by copyright and other laws in both the United States and other countries, and title to the Content shall not pass to you or any other party. Except to the extent required by law or as expressly provided herein, none of the Content may be reverse-engineered, disassembled, decompiled, reproduced, translated into any language or computer language, re-transmitted in any form or by any means (electronic, mechanical, photoreproduction, recordation or otherwise), resold or redistributed without the prior written consent of Overproof. You may not sell or modify the Content or reproduce, display, publicly perform, distribute or otherwise use the Content in any way for any public or commercial purpose. Without limitation of the foregoing, unless independently licensed by Overproof, use of the Content on any other website or in a networked computer environment for any purpose is prohibited.

Content is subject to change without notice at the editorial discretion of Overproof. If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content

1.3  ACCESS TO OVERPROOF SYSTEMS AND INFORMATION THROUGH OVERPROOF’S WEBSITE

Overproof’s websites provide access to certain Overproof computer and network services (“Overproof Systems”) for the purpose of retrieving information and data regarding invoices processed through Overproof Systems (“Information”). Subject to compliance with each of the terms of this Agreement, Overproof agrees to permit you to access the Overproof Systems via Overproof’s websites for the sole purpose of obtaining Information. Following are certain requirements regarding such access:

The Overproof Systems and the Information are to be used solely by you in connection with Overproof related business conducted by you. Without limitation, the invoice and payment information may be used only in connection with invoices or payments applicable to you, or on your behalf to Overproof for processing and for no other purpose.

You may not use or access the Overproof Systems of any way which, in Overproof’s judgment, adversely affects the performance or function of Overproof Systems or Overproof’s websites or interferes with the ability of authorized parties to access the Overproof Systems or Overproof’s websites. Without limitation of the foregoing, you may not use automatic inquiry engines to interact with Overproof Systems or obtain Information.

You may not mask or misrepresent your identity when using Overproof’s websites or Systems. You may not gain access, or attempt to gain access, by any means, to any Overproof computer system or database, other than Overproof Systems to which you are expressly permitted access via Overproof’s websites. You shall use or disclose the Information only in connection with invoices or payments applicable to you or on your behalf.

Overproof may terminate, update, alter or supplement any or all of Overproof Systems and services and Information available from the Overproof Systems. While Overproof does not at this time charge for use of Overproof Systems or the Information via Overproof’s websites, Overproof may assess charges for any or all of such items in the future, in its sole discretion, by providing notice of such charges to you and restricting access to Overproof Systems and Information absent your agreement to pay such charges. By permitting limited usage of Overproof Systems via Overproof’s websites and as permitted herein, Overproof does not convey any interest in or to Overproof Systems or any other Overproof property or services. All right, title and interest in and to Overproof Systems and the Information is and shall remain in Overproof.

If Overproof in its sole judgment believes either (i) that Overproof Systems or Information are being used for a purpose not approved by Overproof or in violation of any law, regulation or ruling, (ii) that Overproof’s or any third party’s rights or interests are jeopardized or potentially exposed to liability or damage, or (iii) that you are in default under this Agreement, Overproof may immediately terminate your access to Overproof Systems.

1.4  LIMITATION OF OVERPROOF’S LIABILITY – DISCLAIMER OF RESPONSIBILITY FOR DAMAGES

Overproof makes no representations about the results to be obtained from using Overproof’s websites, Overproof Systems, the Information or the Content. The use of same is at your own risk.

WHEN USING OVERPROOF’S WEBSITES AND OVERPROOF SYSTEMS, INFORMATION AND CONTENT WILL BE TRANSMITTED OVER A MEDIUM WHICH IS BEYOND THE CONTROL AND JURISDICTION OF OVERPROOF AND ITS SUPPLIERS. ACCORDINGLY, OVERPROOF ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY CONTENT OR INFORMATION.

OVERPROOF’S WEBSITES, OVERPROOF SYSTEMS, THE INFORMATION AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. OVERPROOF, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. OVERPROOF, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, INFORMATION, SOFTWARE, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF OVERPROOF’S WEBSITES OR OVERPROOF SYSTEMS.

IN NO EVENT SHALL OVERPROOF, ITS LICENSORS, SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT OVERPROOF’S WEBSITES BE LIABLE FOR ANY DAMAGES OR PENALTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE OVERPROOF’S WEBSITES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OVERPROOF IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REMEDIES STATED FOR YOU IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.

1.5   LINKS

Overproof’s websites contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by Overproof of the content on such third-party websites. Overproof is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk. Your use of third-party websites is subject to any applicable terms and conditions of use for such sites. Linking to any page of any of Overproof’s websites other than http://www.Overproof.com through a plain text link is strictly prohibited in the absence of a separate linking Agreement with Overproof. Any website or other device that links to http://www.Overproof.com is prohibited from (a) replicating Content, (b) using a browser or border environment around the Content, (c) implying in any fashion that Overproof is endorsing it or its products, (d) misrepresenting any state of facts, including its relationship with Overproof, (e) presenting false information about Overproof products or services, and (f) using any Overproof logo or mark without permission from Overproof.

1.6  INDEMNITY

You agree to defend, indemnify and hold Overproof, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Content (including Software) in a manner that violates or is alleged to violate these Terms and Conditions.

1.7  COMPLIANCE WITH LAW INCLUDING EXPORT CONTROL

You agree in utilizing Overproof’s websites, Overproof Systems, Information and Content. You will do so exclusively for authorized and legal purposes consistent with these Terms and Conditions, all applicable laws and regulations, and the rights of others.

The United States and certain other jurisdictions control the export of products and information. You agree to comply with such all applicable restrictions and not to export or re-export the Content (including Software) to countries or persons prohibited under the United States or other applicable export control laws or regulations. By downloading the Content (including Software), you are representing that you are not in a country where such export is prohibited nor are you a person or entity to which such export is prohibited. You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of the Content (including Software).

1.8   GENERAL

Overproof is based in Tampa, Florida, the United States of America. Overproof makes no claims the Content is appropriate or may be downloaded outside of the United States. Access to the Content (including Software) may not be legal by certain persons or in certain countries. If you access Overproof’s websites from outside the United States, you do so at your own risk and are solely responsible for compliance with the laws of your jurisdiction and any other applicable laws.

1.9   JURISDICTION

YOU HEREBY EXPRESSLY AND IRREVOCABLY AGREE AND CONSENT THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF OVERPROOF’S WEBSITES, OVERPROOF SYSTEMS, INFORMATION, AND CONTENT MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HILLSBOROUGH, STATE OF FLORIDA, UNITED STATES OF AMERICA AND, YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY SUBMIT GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. YOU AGREE THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY ANY METHOD OF SERVICE PROVICED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF FLORIDA. IN ANY SUCH ACTION OR PROCEEDING YOU AGREE TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT YOU MAY HAVE THAT EACH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

These Terms and Conditions are governed by the internal substantive laws of the State of Florida, excluding (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

1.10  COMPLETE AGREEMENT

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE OR OTHER AGREEMENT BETWEEN YOU AND OVERPROOF THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND OVERPROOF WITH RESPECT TO THE USE OF THE OVERPROOF’S WEBSITES, OVERPROOF SYSTEMS AND ANY SOFTWARE, INFORMATION AND CONTENT CONTAINED THEREIN.

Contacting Overproof

If you have questions about these terms and conditions, the practices of this site, or your experience on any of our websites, you can contact:

Overproof / Spirited Partners / Lymion Group, Inc.
360 NW 27th Street
Miami, FL33127
USA
[email protected]

Comments, suggestions or materials sent or transmitted to Overproof shall be deemed to be non-confidential. Overproof shall have no obligation of any kind with respect to such comments, suggestions or materials and shall be free to use and distribute them to others without limitation, including, but not limited to developing and marketing products incorporating them.