1. Acceptance of Terms

By accessing or using the overlap.ing platform (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms"). These Terms apply not only to E-Clipss LLC ("Company," "we," or "us"), but also to our affiliates, subsidiaries, contractors, successors, assigns, and any entity resulting from a merger, acquisition, reorganization, or rebranding. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform.

2. Eligibility

The Platform is intended for users who are at least thirteen (13) years of age or the minimum age required by applicable law in your jurisdiction. By using the Platform, you represent and warrant that you meet the eligibility requirements.

3. Platform Services

The Platform provides users with tools to:

• Share calendar availability;
• Identify overlapping free time with other users;
• Initiate group chats to coordinate social events; and
• Access optional premium or paid services (collectively, the "Services").

The Company may, at its sole discretion, modify, suspend, or discontinue any portion of the Services without prior notice.

4. Paid Services and Payment Processing

• All payments for paid Services are processed exclusively via third-party payment processors. The Company does not directly store full credit or debit card information.
• Cash or check payments are not accepted for standard offerings.
• The Company may, in its sole discretion, permit ACH transfers or alternative payment methods for enterprise or high-volume clients, coordinated through an assigned account executive.
• By submitting payment information through the Platform, you authorize the designated third-party processor to charge your account in accordance with the selected Services.

5. User Content; License Grant; AI Use

• You retain ownership of all content you submit or create on the Platform ("User Content").
• By submitting User Content, you grant the Company a worldwide, royalty-free, sublicensable, transferable, and non-exclusive license to use, reproduce, distribute, display, host, and otherwise exploit such User Content for the purposes of operating, promoting, and improving the Platform, including the development of artificial intelligence models or other machine learning systems.
• You acknowledge and agree that your use of the Platform may be utilized in aggregated, anonymized, or derivative form for analytical, research, or AI training purposes.

6. Communications and Chat Data

The Company generally does not collect or store private or group chat content.

Exceptions include:

• Compliance with a valid subpoena, court order, or legal process;
• Investigation of reports of violations of these Terms or community guidelines;
• Provision of technical support;
• Aggregated or anonymized analysis for product improvement or AI development.

7. Advertising and Data Use

• The Platform may display advertisements provided by third-party partners, including but not limited to Google Ads and custom advertising networks.
• Advertisements may be targeted using information provided by you, including calendar entries (public or private), usage data, profile information, and device or browser information.
• By using the Platform, you consent to the collection, use, and sharing of such data for advertising and analytics purposes.

8. Cookies and Tracking

The Platform uses cookies, web beacons, pixels, and similar technologies to operate, analyze, and improve the Services, as well as to deliver personalized advertising. You consent to the use of such technologies by continuing to use the Platform.

9. Assumption of Risk; Limitation of Liability

• The Platform facilitates social coordination between users, and the Company does not monitor, verify, or control the actions of users.
• You acknowledge and agree that participation in events coordinated through the Platform is at your own risk.
• To the maximum extent permitted by law, the Company, its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, without limitation, personal injury, property damage, harassment, or criminal acts, arising from your use of the Platform or interactions with other users.
• You hereby release, indemnify, and hold harmless the Company from any claims related to your participation in any activity coordinated via the Platform.

10. Arbitration; Class Action Waiver

• Binding Arbitration: Any dispute arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
• Waiver of Class Action and Jury Trial: You expressly waive any right to a trial by jury and agree that disputes will be resolved on an individual basis; you further waive any right to participate in a class action or representative action.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflicts of law principles.

12. Modifications

• The Company may amend, modify, or revise these Terms at any time, with or without notice.
• Continued use of the Platform following any such changes constitutes acceptance of the revised Terms.
• Users who do not agree to any revised Terms may request to download their data and terminate their account, in which case they will not be bound by future Terms.