PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING DISCLAIMERS, LIMITATIONS OF LIABILITY, AND USER OBLIGATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.
These Terms of Use (the “Terms”) govern your access to and use of the websites located at https://www.overlapnetworks.com and any subdomains, the Overlap mobile application, and the Overlap web application (collectively, the “Services”). These Terms constitute a legally binding agreement between you (“you” or “User”) and Overlap Networks Inc. (“Overlap,” “we,” “us,” or “our”), a Canadian company.
1. Description Of The Services
1.1 The Services provide a networking and community platform designed for students at educational institutions to connect, communicate, and participate in groups, forums, and events, including features such as automatic grouping based on academic information and optional nationality visibility with mutual opt-in [additional features may be added or removed from time to time].
1.2 Certain features may include public and private community boards, direct messages and chat, profiles, comments, and social integrations.
2. Eligibility, Account Set-Up, And Security
2.1 Eligibility. The Services are available only to individuals who: (a) are students or recent students affiliated with an educational institution; (b) are at least the age of majority in their province or territory of residence or are at least 16 years of age and have obtained consent from a parent or legal guardian to use the Services; and (c) are located in Canada.
2.2 Institutional Affiliation. Access to certain features may require verification of your affiliation with a participating educational institution.
2.3 Account Registration. To access certain features, you must register and maintain an account with accurate, current, and complete information. You agree to update your information promptly to keep it accurate and complete.
2.4 Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify Overlap promptly at developer@overlapnetworks.com of any suspected unauthorized access or use and log out at the end of each session. Overlap may disable or suspend accounts at any time, in its sole discretion, for any reason, including violation of these Terms.
2.5 Minors. If you are under the age of majority in your province or territory, you represent that you have permission from a parent or legal guardian who agrees to these Terms on your behalf.
3. Privacy
3.1 Privacy Policy. Our collection, use, disclosure, and retention of personal information are governed by the Overlap Privacy Policy, which is incorporated by reference into these Terms. Please review the Privacy Policy carefully for information about how we handle your personal information, including your rights and choices.
3.2 Feature Alignment. Without limiting Section 3.1, you acknowledge that: (a) the Services automatically place Users into peer groups based on the academic information provided at sign-up—specifically, class schedule, education level (undergraduate/graduate), faculty, area of focus (concentration or specialization), program year, and graduating class—solely to facilitate academic networking and community discovery; (b) providing your nationality is optional and requires your explicit opt-in; (c) if you delete your account, your profile will be hidden from other Users; however, your prior chat messages, forum posts, and comments may continue to appear in the Services and may be attributed to “deleted user” or similar labelling. The Privacy Policy governs these features and any personal information processing.
3.3 By using the Services, you consent to the processing of your information as described in the Privacy Policy.
4. User Content And Community Features
4.1 Definitions. “User Content” means any content you submit, upload, post, transmit, or otherwise make available through the Services, including profile information, text, images, links, comments, messages, forum posts, reactions, and feedback.
4.2 Public vs. Private Spaces. Community boards and forums may be public to Users within your institution or designated groups. Direct messages and certain chats are intended to be private between participants; however, privacy is not guaranteed, and recipients may copy or redistribute content. Exercise caution when sharing information.
4.3 Licence to Overlap. You retain ownership of your User Content. By submitting User Content, you grant Overlap a non-exclusive, worldwide, royalty-free, transferable, and sublicensable licence to host, store, reproduce, modify (for formatting, display, or technical purposes), publish, display, perform, and distribute your User Content in connection with operating, improving, securing, and providing the Services (including for moderation, troubleshooting, analytics, and backup), and as otherwise permitted by the Privacy Policy. This license continues for as long as your User Content is available on the Services and, following account deletion, for a reasonable period to operate the Services, comply with law, resolve disputes, enforce agreements, and protect safety and security.
4.4 Responsibility for User Content. You are solely responsible for your User Content and for ensuring it complies with these Terms and applicable law. You represent and warrant that you have all rights necessary to submit the User Content, and that your User Content does not infringe, misappropriate, or violate the rights of any person or entity.
4.5 Community Guidelines. You agree to follow community guidelines issued by Overlap from time to time, which may set expectations for respectful conduct, content labelling, posting etiquette, and reporting. Overlap may update guidelines and enforce them in its discretion.
4.6 Moderation and Removal. Overlap may, but is not obligated to, monitor, review, or remove User Content at any time for any reason, including alleged violations of these Terms or law, security concerns, or upon request from an institution or User. Overlap is not responsible for User Content and does not endorse any opinions expressed in User Content.
4.7 Reporting. You may report content or behaviour you believe violates these Terms using in-app reporting tools or by contacting developer@overlapnetworks.com. Overlap may take appropriate action at its discretion, which may include removal of content, account restrictions, or referral to an institution or law enforcement where required by law.
5. Prohibited Conduct
You agree not to:
5.1 Harass, bully, threaten, or encourage harm against any person or group; engage in hate speech or content that is discriminatory, defamatory, obscene, sexually explicit, or otherwise unlawful.
5.2 Impersonate any person or entity; falsely claim an affiliation; or misrepresent your identity, credentials, or institutional status.
5.3 Post or share content that infringes or violates intellectual property, privacy, or other rights; or upload viruses, malware, or other harmful code.
5.4 Engage in illegal activities; solicit or facilitate unlawful acts; or share content that promotes self-harm, violence, or criminal conduct.
5.5 Scrape, harvest, or collect information from the Services by automated means without prior written permission; crawl or spider pages except as permitted by robots.txt; or use the Services to send spam, junk mail, chain letters, or unsolicited messages.
5.6 Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services; circumvent, disable, or interfere with security-related features or access controls; conduct penetration testing or security research without Overlap’s prior written consent.
5.7 Access or use accounts or data without authorization; probe, scan, or test the vulnerability of the Services or related systems; or overload, disrupt, or interfere with the integrity or performance of the Services.
5.8 Use the Services for commercial purposes not expressly permitted by Overlap; advertise or solicit without authorization; or run contests, sweepstakes, or multi-level marketing.
5.9 Share another person’s personal information without lawful basis and appropriate consent; dox or encourage others to obtain or disclose private information.
5.10 Bypass geographic or institutional restrictions; use any means to mask or spoof your location or affiliation to gain access to restricted features.
6. Intellectual Property
6.1 Overlap IP. The Services, including all software, code, interfaces, features, designs, text, graphics, logos, audio, video, and other content provided by Overlap, and all associated intellectual property rights, are owned by Overlap or its licensors and are protected by Canadian and international laws.
6.2 Limited Licence. Subject to your compliance with these Terms, Overlap grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your personal, non-commercial use as a student or recent student, solely as intended and permitted by these Terms.
6.3 Trademarks. “Overlap Networks,” the Overlap name, logos, and any related marks are trademarks of Overlap. Other names, logos, and marks are the property of their respective owners. You may not use any trademarks without the prior written consent of the owner.
7. Third-Party Services And Links
7.1 The Services may include links to third-party websites, applications, services, or content, and integrations that enable you to connect your account or share content (for example, single sign-on, calendar, or social media tools). Overlap does not control and is not responsible for third-party services. Your use of third-party services is governed by their terms and privacy policies.
7.2 Overlap may enable institutional integrations requested by your educational institution. Your institution may have separate policies or codes of conduct that apply to your use of institutional features.
8. Safety; Interactions With Others
8.1 Exercise caution in all interactions with other Users, whether online or in person. Overlap does not conduct background checks on Users and does not guarantee any User’s identity or intentions. You are solely responsible for your conduct and safety and for complying with campus and local rules and laws.
8.2 If you believe that someone is at risk of harm, contact local emergency services immediately and notify Overlap where appropriate.
9. Disclaimers
9.1 The Services are provided “as is” and “as available.” To the maximum extent permitted by law, Overlap disclaims all warranties and conditions, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. Overlap does not warrant that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected.
9.2 Overlap does not control or endorse any User Content and is not responsible for the conduct of Users or third parties.
10. Limitation Of Liability
10.1 To the maximum extent permitted by law, in no event will Overlap, its affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or use, arising out of or related to your use of or inability to use the Services, whether based in contract, tort (including negligence), strict liability, breach of privacy, or any other legal theory, even if Overlap was advised of the possibility of such damages.
10.2 Cap on Liability. To the maximum extent permitted by law, Overlap’s total aggregate liability for all claims arising out of or related to the Services or these Terms will not exceed the greater of: (a) $100.00 CAD; or (b) the total fees you paid (if any) to Overlap for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability. These limitations apply even if any remedy fails of its essential purpose.
10.3 Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, the exclusions and limitations will apply to the fullest extent permitted by law.
11. Indemnity
You agree to defend, indemnify, and hold harmless Overlap, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your User Content; (c) your misuse of the Services; or (d) your violation of any law or the rights of any third party.
12. Suspension And Termination
12.1 Overlap may suspend or terminate your access to the Services, remove User Content, or disable your account at any time, with or without notice, for any reason, including if Overlap believes you have violated these Terms, posed a risk to others, or if required by law or at the request of your institution.
12.2 You may stop using the Services at any time and may request deletion of your account through account settings or by contacting developer@overlapnetworks.com.
12.3 Effect of Termination. Upon termination, your right to access the Services will cease immediately. As described in Section 3.2, your profile will be hidden, but certain User Content (for example, messages, posts, and comments) may remain available within the Services and may be attributed to “deleted user” or similar labelling. Sections that by their nature should survive termination will survive, including Sections 3, 4.3–4.7, 6, 7, 8, 9, 10, 11, 12.3, 13, and 14.
13. Dispute Resolution; Governing Law And Venue
13.1 Governing Law. These Terms and any disputes arising out of or relating to them or the Services are governed by the laws of Alberta, and the federal laws of Canada applicable therein, without regard to conflict of law principles.
13.2 Venue. You and Overlap agree to submit to the exclusive jurisdiction of the courts located in Calgary, Alberta and waive any objection to venue or forum non conveniens in such courts.
13.3 Injunctive Relief. Notwithstanding the foregoing, Overlap may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
14. Changes To The Services And To These Terms
14.1 Overlap may modify, suspend, or discontinue any part of the Services at any time, with or without notice. Overlap is not liable if any or all of the Services are unavailable at any time or for any period.
14.2 Overlap may revise these Terms from time to time. Changes are effective upon posting to the Services or other reasonable notice. Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.
15. Communications; Notices
15.1 You consent to receive communications from Overlap electronically, including via email, in-app messages, push notifications, or by posting on the Services. Overlap may provide legal notices by email to the address associated with your account or by posting to the Services. You are responsible for keeping your contact information up to date.
15.2 You may provide notices to Overlap at developer@overlapnetworks.com or at the mailing address below.
16. Miscellaneous
16.1 Entire Agreement. These Terms and the Privacy Policy constitute the entire agreement between you and Overlap regarding the Services and supersede all prior agreements or understandings on the subject matter.
16.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
16.3 Waiver. No waiver of any term will be deemed a further or continuing waiver of such term or any other term. A failure to enforce any right or provision will not constitute a waiver.
16.4 Assignment. You may not assign or transfer these Terms or your rights or obligations hereunder without Overlap’s prior written consent. Overlap may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.
16.5 Force Majeure. Overlap will not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, labour disputes, internet failures, governmental acts, or third-party service disruptions.
16.6 Export and Compliance. You represent that you are not located in a jurisdiction subject to comprehensive Canadian, U.S., or other applicable sanctions and agree to comply with applicable export control and sanctions laws.
17. Contact
Overlap Networks Inc.
10554 114 Street NW
Edmonton, Alberta T5H 3J7
Canada