Overture Consulting's Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY. BY ACCESSING THIS WEBSITE AND ANY PAGES OR MATERIALS CONTAINED IN THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS SET FORTH BELOW, PLEASE DO NOT ACCESS THIS WEBSITE, OR ANY ASSOCIATED PAGES OR MATERIALS. This Website (the “Site”) is owned and operated by Overture Consulting, LLC. (“Overture”). The pages and materials contained on this Site are the property of Overture or are owned by a third party and are used by Overture under license. Overture reserves the right at its sole discretion to change, modify, add, or remove any portion of this Site or these Terms, in whole or in part, at any time and for any reason. Changes to these Terms will be effective when posted. You agree to review these Terms periodically to be aware of any changes. Your continued use of this Site after any changes to the Terms will be considered acceptance of those changes. These Terms govern your use of this Site. In the event that you do not comply with these Terms, Overture may, its sole discretion and without notice, block or restrict your access to this Site and/or pursue legal action against you for any alleged or actual violation of these Terms or governing law.

INDEMNITY AND LIMITATIONS OF DAMAGES

You agree to indemnify, defend and hold harmless Overture, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, incurred in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Site violates these Terms, any applicable law or regulation, or the rights of any third party. IN NO EVENT SHALL OVERTURE OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, OR EMPLOYEES BE LIABLE TO ANY ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS, AND FUNCTIONS OF THE SITE OR ANY LINKED WEBSITE, EVEN IF OVERTURE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PERMITTED USE

Any person is hereby authorized to view the information available on the Site for informational purposes only. However, the text and images resident on this Site may not otherwise be copied, modified, distributed, reproduced or reused without the express written permission of Overture. Overture reviews each request on a case by case basis.

Please direct any inquiries related to use of the materials on this site to: Overture Consulting, LLC. Legal Department — Copyright Permission Requests 460 L Street NW, Suite 629 Washington, D.C. 20001 Please provide a cover letter explaining your proposed use.

LINKING TO THE SITE

LINKING TO THE OVERTURE SITE INDICATES THAT YOU ACCEPT OVERTURE’S TERMS OF USE AND LEGAL RESTRICTIONS AND THAT YOU WILL ABIDE BY THE GUIDELINES BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE GUIDELINES, DO NOT LINK TO THIS SITE.

If you link to Overture's Site, you agree that you: Will not replicate any Overture Site content; Will not frame or otherwise create a browser or border environment around Overture Site content; Will not imply that Overture is endorsing you, your company or business, your web site or its contents, your products, or your services; Will not misrepresent your or your website's relationship with Overture; Will not present false, misleading or inaccurate information about Overture, Overture's products or services, or any of Overture's affiliates or their products or services; Will not disparage Overture, Overture's products or services, or any of Overture's affiliates or their products or services; Will not use Overture's trademarks, logos, or copyrighted materials without first receiving express prior written permission from Overture. Will not include content on your site that is or could be construed as illegal, distasteful, offensive, or controversial and will include on your site only content that is appropriate for all age groups; Will not link to an internal page of this Site that is located one or several levels down from the home page or bring up or present content of this site on another site without Overture's prior written permission.

LIMITED LICENSE

Overture grants you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials thereon; provided, however, that you comply with these Terms. [see PERMITTED USE]

You agree not to disrupt, interrupt or attempt to interrupt the operation of the site in any way. You agree not to change or delete any proprietary notice from materials downloaded from the Site. You agree to comply with all trademark, copyright and other laws worldwide in your use of this Site and to prevent any unauthorized copying of the materials and information contained on this Site. Except as expressly provided herein, Overture does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information. [see INTELLECTUAL PROPERTY]

DISCLAIMER

OVERTURE CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA AND OUTPUT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.
THE MATERIALS AND INFORMATION CONTAINED ON THIS SITE MAY CONTAIN TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. OVERTURE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK. OVERTURE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. OVERTURE MAY MAKE ANY OTHER CHANGES TO THE SITE, THE MATERIALS AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED IN THE SITE AT ANY TIME WITHOUT NOTICE.

THIS SITE AND THE INFORMATION AND MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND OVERTURE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER INCLUDING, WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH REGARD TO THE SITE, ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SITE AND OVERTURE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIRD PARTY SITES

Some links on this Site may cause you to leave the Overture Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Overture does not control the linked sites and is not responsible for their contents. These links are provided to you for your convenience and the inclusion of the link does not imply endorsement of the site by Overture. Overture makes no warranty or representation regarding any linked sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that Overture is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Overture or any of its affiliates or subsidiaries.

GOVERNING LAW

This Site is operated and administered from within the United States of America (“U.S.”). Use of this Site shall be governed by all applicable Federal laws of the U.S. and the laws of the State of New York, without giving effect to its conflict of laws provisions. You agree to submit to the jurisdiction of the courts located in the State of New York, for the resolution of all disputes arising from or related to these Terms and/or your use of the Site.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between Overture and you (the “Agreement”) with respect to your use of the Site. Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

INTELLECTUAL PROPERTY

The trademarks, trade names, logos, service marks, trade dress and products (collectively the “Trademarks”) displayed on the Site are registered and unregistered Trademarks of Overture and others. The trademarks, trade names, logos, service marks, trade dress and products in this Site are protected in the United States and internationally. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Overture or such third party that may own the Trademarks displayed on the Site. Your use of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms, is strictly prohibited. You are also advised that Overture will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. The materials of this Site are protected by Copyright and Trademark Laws of the U.S. and other countries and are owned by, or licensed to Overture. All content of this Site is owned or controlled by Overture. You may download content only for your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The contents of the Site, including any images, text, executable code, and layout design may not be distributed, reproduced, publicly displayed, downloaded, modified, reused, re-posted, or otherwise used except as provided herein without the express prior written permission of the Overture Legal Department. Overture maintains this Site for your personal information, education, and communication. Please feel free to browse the Site. You may download material displayed on the Site for personal, noncommercial use only provided you also retain all copyright and other proprietary notices contained on the materials. You may not, for any reason, distribute, modify, duplicate, transmit, reuse, re-post, or use the content of the Site for public or commercial purposes, including the text, images, audio, and video without Overture’s prior written consent. [See PERMITTED USE]

Copyright in the pages of this website and in the screens displaying the pages, and in the material contained therein and in their arrangement, is owned by Overture Consulting, LLC (“Overture”), and/or its affiliates, unless otherwise indicated. In addition, the materials contained on this web site may be Overture Proprietary and/or Trade Secret information and may not be copied, compiled, or distributed without the prior written consent of Overture.

TRADEMARKS

Overture and the Overture logo are registered trademarks of Overture Consulting, LLC, and are used under license. All other trademarks are the property of their respective owners.