9th June 2016

TERMS AND CONDITIONS OF SERVICE

Overseas Results Ltd.

This is a legal agreement (“Agreement”) between you and Overseas Results Limited., a private limited company registered in Northern Ireland, which may be contacted at Unit B16 Omagh Enterprise Centre, Great Northern Road, Omagh BT78 5LU, United Kingdom or by accessing the Overseas Results web site, located at www.overseasresults.com (the “Site”), and/or using any of the Services (as defined below) accessible through the Site, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.

The Overseas Results services consist of the following, without limitation: a service for providing assistance to those seeking sales or sourcing ( the “Services”). Overseas Results may offer additional services or revise any of the Services, at its discretion and with or without notice, and this Agreement will apply to all additional services or revised Services. Overseas Results also reserves the right to cease offering any of the Services.

This Agreement is subject to change by Overseas Results in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the end of this Agreement to determine when the Agreement was last revised.

1. Eligibility.

a. Minimum Age. You must be at least 16 years old to register on the site and submit a business project. By registering you represent and warrant that you are at least 16 years old. Other Services may have other age requirements for all or portion of such Services, and such other age requirements are stated on such Services or portions thereof. By using such other Services, you represent and warrant that you are at least as old as the minimum specified age requirements for those Services. This Agreement and your use of the Services will be invalid if you do not comply with these age requirements.

b. Status. By registering as a business, or submitting a business project, you represent and warrant that you are currently trading or intend to trade in business and have the authority and legal right to investigate markets for the product or service submitted as the focus of the project. By registering as a graduate, you represent and warrant that you have successfully completed a course at a tertiary institution. Graduates may be asked at any time to provide written evidence demonstrating their status. Failure to provide such evidence within seven days of a request to do so may result in your account being closed and and fee’s you have collected being paid to a childrens charity in your country.

c. Criminal History. Overseas Results DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS. You are solely responsible for taking appropriate safety precautions in connection with your use of the Site or Services, as more fully set forth in Section 2 below.

2. Use of Site and Service.

As a user of the Site or a user registered to use any of the Services (a “Registered User”), you agree to the following:

a. Exclusive Use. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You are responsible for keeping your user name and password(s) confidential. You acknowledge that Overseas Results is not responsible for third party access to your account that results from the sharing by you or the theft or misappropriation of your user name and password.

b. Geographic Limitations. The Site and Services are intended for use in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.

c. Information Submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Services; (ii) the information and content you post, transmit, publish, or otherwise make available through the Services; and (iii) your interactions with other Registered Users through the Services. Details of how Overseas Results may use information you provide or post which is personal to you are set out in our Privacy Statement

d. Risk Assumption and Precautions. You assume all risk when using the Services, including but not limited to all of the risks associated with any online or offline interactions with others, including video conferencing. You understand that Overseas Results is unable to guarantee the accuracy of information provided to you by or about other Registered Users, and that Overseas Results is unable to confirm that any Registered User is who he or she claims to be. Overseas Results does not warrant and is not responsible for ensuring that Registered Users or other users of the Services are in compliance with the Agreement. You agree to take all necessary precautions when communicating with individuals.

e. No Guarantee. Overseas Results may not be able to implement a project for everyone seeking to use its services. Further, Overseas Results makes no guarantees or warranties as to the number or frequency of projects made available to you through the Service. You understand that Overseas Results makes no guarantees or warranties, either express or implied, regarding your ultimate project outcome with individuals introduced through the Service or as to the conduct of such individuals. Overseas Results will use local resources in the country stipulated to contact 12 businesses which in its opinion match the profile of customer defined in the project brief. Overseas Results is no way obligated to contact the business type and/or job title specifically provided by the business user. Such information is provided purely as a “request”. Overseas Results does not warrant that any of the businesses contacted will agree to receive information on the Clients products or service or provide feedback as it is entirely their right to decline to do so. The refusal of any or indeed all 12 companies contacted to provide feedback does not represent any failure of Overseas Results or its local resources to deliver the service promised. The client is paying a fee to have 12 companies in the target market identified and contacted seeking permission to forward information from said client and requesting feedback. The results of this contact is then forwarded to the client in a report no later than the agreed completion date.

f. Reporting of Violations. You will promptly report to Overseas Results (i) any violation of the Agreement by others, including but not limited to, other Registered Users of which you become aware, and (ii) any known or suspected unauthorized access to your account.

g. Content Removal. Overseas Results reserves the right, but has no obligation, to monitor the information or material you submit to the Service. Overseas Results will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law, either the letter or spirit of this Agreement, or upon the request of any third party.

h. Posting and Communication Restrictions. As a business user you will not use any of the Services, transmit to other users via project submission, communicate any content (or links thereto), or otherwise engage in any activity on the Site or through the Services, that:

  • 1. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • 2. is intended to or tends to harass, annoy, threaten or intimidate any other users of the Site or Services;
  • 3. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually explicit, obscene or otherwise objectionable;
  • 4. contains others’ copyrighted content (e.g., music, movies, videos, photographs, images, software, etc.) without obtaining permission first;
  • 5. contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
  • 6. promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone’s privacy, harm or harass another person, obtain others’ identity information, create or disseminate computer viruses, or circumvent copy-protect devices;
  • 7. intended to defraud, swindle or deceive other users of the Services;
  • 8. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
  • 9. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
  • 10. disseminates or otherwise discloses another person’s personal information without his or her prior permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;
  • 11. is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Site;
  • 12. impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
  • 13. solicits gambling or engages in any gambling or similar activity;
  • 14. uses scripts, bots or other automated technology to access the Site or Services;
  • 15. uses the Site or Services for chain letter, junk mail or spam e-mails;
  • 16. collects or solicits personal information about anyone under 18 years of age (or the age of majority in your jurisdiction, if it is older);
  • 17. is in any way used for or in connection with spamming, spimming, phishing, trolling, or similar activities; or
  • 18. contains any materials which infringe or violate any third party’s right(s).

i. No False Information. You warrant that you will not provide inaccurate, misleading or false information to Overseas Results or to any other user. If information provided to Overseas Results or another user subsequently becomes inaccurate, misleading or false, you will promptly notify Overseas Results of such change.

j. No Advertising or Commercial Solicitation. You will not advertise or solicit any user to buy or sell any products or services through the Site or Services. You may not transmit any chain letters, junk or spam e-mail to other users. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, “spam” or other unsolicited communications of any kind through the Services, you acknowledge that you may cause substantial harm to Overseas Results.

k. Unique and Bona Fide Profile. As a Registered User of the Service, you will only create projects which are bona fide in order to maintain the integrity of the Service. Not all Registered Users are available for matching. From time to time, Overseas Results may create test profiles in order to monitor the operation of the Services.

l. No Harassment of Overseas Results Employees or Agents. You will not harass, annoy, intimidate or threaten any Overseas Results employees or agents engaged in providing any portion of the Services to you.

m. Relationship of the Parties. The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement shall not be construed to create or imply any partnership, agency, joint venture or employer-employee relationship between the parties.

In the event that a business user submits a project which is in violation of any of the above their account will be closed and their email address blocked from the site. In the case that the business user has paid a fee for a project which violates any of the above then that fee will be immediately forfeit and the user will not be entitled to a refund.

In circumstances where a business user submits a project profile which is unclear and does not follow the guidance provided by Overseas Results Limited in terms of project definition – Overseas Results will notify the business user and provide a clearer project definition. If the business user does not accept this then any fee paid will be forfeit.

3. Fees and Payments.

a. Graduates. There is no fee payable by Graduates.

b. Businesses. Registration and payment of a project fee provides the ability to submit one project per country (once a project has been completed for a country then a new project can be submitted for that country).

c. Equivalent Currency. Overseas Results will issue an invoice of the project fee in the currency advertised.

d. Failure to Pay Fee. Should payment not be received Overseas Results reserves the right to withdraw the resource offered without further consultation.

e. Failure of Overseas Results Resource to Complete Project. In the event that a resource is unable to complete the report as agreed Overseas Results should be informed in writing immediately. Following Overseas Results receiving formal confirmation of this Overseas Results will offer the business user the option of a full refund or allowing a further defined period of time in which a replacement resource will be sought. In the event that the business user agrees to an extension for a defined period and Overseas Results does not successfully allocate another resource within the agreed period then a full refund will be issued to the business user. Please note that refunds to the business user may take up to 10 working days. Overseas Results reserves the right to suspend or remove a resource from its database for non completion of a project.

4. Proprietary Rights

a. Ownership of Proprietary Information. You hereby acknowledge and agree that Overseas Results is the owner of highly valuable proprietary information, including without limitation, the matching system and project templates (collectively, “Confidential Information”). Overseas Results owns and hereby retains all proprietary rights to the Services and the Site, including but not limited to, all Confidential Information.

b. No Use of Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trade-marks, or other proprietary or copyrighted information or materials accessible via the Services, without first obtaining Overseas Results prior written consent.

c. Other Users’ Information. Other Registered Users may post copyrighted information or materials, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any Overseas Results or third party proprietary information available via the Services or the Site.

d. Licence to Posted Content. All completed projects are the property of the business user that has commissioned the work. Circulation of said projects are strictly prohibited without prior written permission being obtained.

5. User Information

a. Privacy Statement. For information about the collection and possible use of information and material provided by you, please click on Overseas Results Privacy Statement located on the Site. By using the Site or the Services, you are consenting to the terms of Overseas Results Privacy Statement.

b. Disclosure By Law. You acknowledge and agree that Overseas Results may disclose information you provide if required or permitted to do so by law, at the request of a third party, or if we, in our sole discretion, believe that disclosure is reasonable to (1) comply with the law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (2) protect or defend Overseas Results or a third party’s rights; or (3) protect someone’s life, health or safety, such as when harm or violence against any person (including the user) is threatened.

c. Use of Anonymous Information for Research. By using the Services, you agree to allow Overseas Results to use anonymized information from you and your project experiences through the Services.

6. Links to Third-Party Web Sites / Dealings with Advertisers and Sponsors

The Services may contain links to web sites of third-parties, including without limitation, advertisers, which are not under the control of Overseas Results, and Overseas Results is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such web sites. Overseas Results provides these links to you only as a convenience, and the inclusion of any link does not imply that Overseas Results endorses or accepts any responsibility for the content on such third-party web site. Your correspondence or business dealings with, or participation in promotions found on or through the Services (including payment and delivery of related goods or services, any personal information or opt-in contact information voluntarily given, and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such advertiser. You agree that Overseas Results will not in any way whatsoever be responsible or liable for any claim, loss or damage of any sort incurred, directly or indirectly, as the result of any such dealings, including the sharing of the information you supply to Overseas Results with advertisers, or as the result of the presence of such advertisers on the Services. Please visit our Privacy Statement to learn more about how we collect, use and disclose your personal information.

7. Disclaimer of Warranty

a. No Warranties. This section will apply to the maximum extent permitted by applicable law. Overseas Results provides the Services with reasonable skill and care, and except as expressly provided in this Agreement, does not make or grant (and hereby excludes) any warranties, representations, conditions or terms of any kind, whether express, implied, statutory or otherwise with respect to the Services or the Site (including all information contained therein), including but not limited to any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement. Overseas Results does not warrant that your use of the Services will be secure, uninterrupted, always available, error-free or will meet your requirements, or that any defects in the Services will be corrected. Overseas Results disclaims liability for, and no warranty, representation, condition or other term is made with respect to, the connectivity and availability of the Services.

b. Third Party Content. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Overseas Results, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Overseas Results does not: (i) warrant or guarantee the accuracy, completeness or usefulness of any information provided on the Site or the Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party other than Overseas Results. Under no circumstances will Overseas Results be responsible for any loss or damage resulting from any reliance on information or other content posted on the Site or the Services, or transmitted to or by any users.

c. Beta Features. From time to time, Overseas Results may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any representations, warranties or conditions of any kind, whether express, implied or collateral, and may be modified or discontinued at Overseas Results sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.

8. Limitation of Liability

a. Incidental Damages. To the maximum extent permitted by applicable law, in no event will Overseas Results be liable for any loss of profits or for any incidental, special, consequential or indirect damages arising out of or relating, directly or indirectly, to the use or inability to use the Site or Services, including, without limitation, damages for loss or corruption of data or programs, service interruptions and procurement of substitute services, even if Overseas Results knows or has been advised of the possibility of such damages.

b. Aggregate Liability. Under no circumstances will Overseas Results aggregate liability, in any form of action whatsoever in connection with this Agreement or the use of the Services or the Site, exceed the price paid by you, or, if you have not paid Overseas Results for the use of any Services, the amount of £25.00 or its equivalent.

c. No Liability for non-Overseas Results Actions. To the maximum extent permitted by applicable law, in no event will Overseas Results be liable for any claims, losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Site or Services, including without limitation, bodily injury, emotional distress, and/or any other claims, losses or damages resulting from communications or meetings with other Registered Users of the Services. This includes any claims, losses or damages arising from the conduct of users who have registered under false pretences or who attempt to defraud or harm you.

d. Information Verification. Overseas Results and its contractors may use various ways of verifying information that users have provided. However, none of those ways are perfect, and you agree that Overseas Results and its contractors will have no liability to you arising from any incorrectly verified information.

e. No Exclusions. Nothing in this Agreement shall limit or exclude Overseas Results liability for (i) death or personal injury arising from Overseas Results negligence (as such term is defined by the Unfair Contract Terms Act 1977); or (ii) fraud or fraudulent misrepresentations by Overseas Results.

9. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Overseas Results, its officers, directors, employees, agents and third parties, for any claims, causes of action, debts, losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising, directly or indirectly, out of (a) your use of or inability to use the Site or Services, (b) any user postings made by you, (c) your violation of any terms of this Agreement or your violation of any rights of a third party, or (d) your violation of any applicable laws, rules or regulations. Overseas Results reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Overseas Results in asserting any available defenses.

10. Complaints

To resolve a complaint regarding the Site or Service contact us via e-mail by clicking here.

11. Communication and Privacy

In accordance with our Privacy Statement, we may use your email address to send you messages notifying you of important changes to the Services or special offers. Further, we may contact you by telephone if you voluntarily provide us with your telephone number, in order to communicate with you regarding the Services. If you do not want to receive such email messages or telephone calls (including at any wireless number you may have voluntarily provided us), please refer to our Privacy Statement to review your options.

12. Term and Termination

This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services (or, where relevant, when you expressly accept this Agreement when registering as a Registered User) and will remain in full force and effect unless and until terminated hereunder. Either you or Overseas Results may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Overseas Results reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. In the event your access to any of the Services is suspended due to the breach of this Agreement, you agree that all fees then paid to Overseas Results by you will be nonrefundable and all outstanding or pending payments will immediately be due. Following any termination of any Registered User’s use of the Service, Overseas Results reserves the right to send a notice thereof to other Registered Users with whom you have corresponded.

13. Cancellations of Your Registration

a. Cancellation At Any Time With No Refund. You may cancel your registration at any time during the term of such registration by accessing your dashboard and clicking on the “Remove Registration” link, and providing the information requested. Alternatively, you may cancel your registration or subscription by sending a notice of cancellation to: Overseas Results Ltd., Attn: Cancellations, Unit B16 Omagh Business Centre, Great Northern Road, Omagh BT78 5LU, Northern Ireland, United Kingdom, such notice being effective upon our receipt. In each case, your registration will terminate on completion of any active projects. All projects submitted but not yet commenced will be removed upon our receipt of your cancellation notice.

14. General Provisions

a. Controlling Law and Jurisdiction. You agree that English law (without giving effect to its conflicts of law principles) will govern this Agreement, the Site and the Services and that any dispute arising out of or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the Northern Ireland courts.

b. Injunctions. You acknowledge and agree that any violation of this Agreement may cause Overseas Results irreparable harm, and therefore agree that Overseas Results will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Overseas Results may have for a breach of this Agreement.

c. Rights of Third Parties. This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to this Agreement.

d. Miscellaneous. This Agreement, which you accept upon using the Site or registration for the Services, the Privacy Statement located on the Site, and any applicable payment, renewal, Additional Services terms, comprise the entire agreement between you and Overseas Results regarding the use of this Site and the Services, superseding any prior agreements between you and Overseas Results related to your use of this Site or Services (including, but not limited to, any prior versions of this Agreement). Unless otherwise explicitly stated, the terms of this Agreement will survive termination of your registration to the Services. The failure of Overseas Results to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. To the maximum extent permitted by law, any claim or cause of action arising out of or related to the use of the Site, Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

15. Revision Date

This Agreement was last revised on 1st January 2016.