Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Website and any services provided by Overra, LLC ("Overra," "we," "us," or "our"). By accessing the Website, requesting a quote, booking services, signing a proposal/statement of work ("SOW"), or paying an invoice, you agree to these Terms.

If you do not agree, do not use the Website or Services.

1. Definitions

• "Services": Drone imaging and related services provided by Overra, including capture, editing, processing, organization, and delivery of photos, video, maps, visual models, and related outputs for commercial and consumer use.
• "Deliverables": Any work product provided to you (including photos, videos, edited files, visual models, maps/orthomosaics, reports, exports, and project files).
• "Client" / "you": The person or entity purchasing or using the Services.
• "SOW": A written proposal, estimate, scope document, order confirmation, work order, or invoice describing Services, pricing, deliverables, timing, and any project-specific terms.
• "Capture": Collection of imagery/data via UAS/drone and associated sensors.

2. Relationship of Terms to SOW

SOW controls project specifics; Terms control the framework. If you have an SOW, it governs project-specific scope, deliverables, pricing, and timing.

Conflict rule. If these Terms conflict with an SOW, the SOW controls only for that conflict; the remaining Terms still apply.

No oral modification. These Terms and the SOW can be modified only in writing by Overra.

3. Eligibility and Authority

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization. You must provide accurate contact, billing, and site information and promptly update material changes.

4. Service Lines Covered

Overra offers Services including (non-exhaustively):

• Industrial Visual Documentation: High-resolution capture of commercial assets for progress and milestone reporting
• Site Intelligence Support: Providing visual data for authorized enterprise planning and oversight
• Roof inspections: Visual documentation and condition imagery
• Construction progress documentation: Periodic capture, progress tracking outputs
• Mapping: Orthomosaics, site overviews, and non-survey mapping outputs
• Contract work for insurers / agents / authorized institutions: Documentation and reporting as specified
• Other reasonable commercial uses that Overra agrees to in writing

5. Booking, Scheduling, and Changes

Scheduling. Dates/times are estimates until confirmed by Overra.

Change orders. Changes to scope, location, access conditions, or deliverable requirements may require a revised SOW and pricing/timeline adjustments.

Operational discretion. Overra may adjust flight plans, equipment, vantage points, and capture methodology for safety, legality, and practical constraints.

6. Weather, Airspace, and Safety Constraints

Drone operations are constrained by safety and regulatory requirements. Overra has sole discretion to determine whether conditions are safe and lawful to fly. Overra will not operate outside applicable rules/authorizations.

Non-exhaustive "no-fly / reschedule / modify" triggers:

• High winds, precipitation, lightning, low visibility, extreme temperatures, or other unsafe conditions
• Temporary flight restrictions, controlled airspace limitations, emergency response activity, or other airspace constraints
• Unsafe site conditions (active hazards, interference, crowding, hostile bystanders, unrestrained animals)
• Missing permissions, inability to maintain appropriate safety buffers, or any condition Overra deems unsafe or unlawful

If a flight is postponed due to constraints outside Overra's control, Overra may (at its option) reschedule, modify scope to what is feasible, or cancel the mission. If Overra arrives ready to perform but cannot safely/lawfully fly due to conditions outside Overra's control, fees for mobilization, reserved time, travel, and preparation may apply as stated in the SOW.

7. Client Responsibilities: Access, Permissions, and Site Safety

You agree to:

• Provide lawful access to the service location and accurate site details (address, gate codes, contact person, hazards).
• Obtain permissions needed for Overra to operate at the location (property owner consent, site manager permission, HOA approvals, tenant notices, and any other required authorizations).
• Ensure site safety to a commercially reasonable standard (e.g., restricted areas, crowd control, and hazard disclosures).
• Not interfere with Overra operations or direct unsafe maneuvers. Overra's safety and legality determinations control.

Statutory Compliance & Indemnification: Client warrants that any request for imagery is for lawful purpose under one or more exemptions in Texas Government Code §423.002, specifically including property owner consent under §423.002(a)(6). Client assumes all liability for ensuring that the mission objective does not constitute 'surveillance' as defined by Texas state law. Client shall indemnify Overra, LLC against any claims arising from a lack of proper property-owner consent or statutory violations resulting from Client-directed flight paths.

8. Prohibited Uses

You may not:

• Use the Website to violate any law, attempt unauthorized access, or disrupt service.
• Use Deliverables for unlawful surveillance, harassment, stalking, intimidation, or invasion of privacy.
• Misrepresent Deliverables as a licensed survey, engineering certification, or legal compliance determination (see Section 13).
• Remove embedded metadata or notices in a way intended to mislead about origin, date, or location.

9. Pricing, Deposits, and Payment Terms

Pricing. Fees are as stated in the SOW or invoice.

Deposits. Overra may require a deposit to schedule. Deposit/refund rules must be stated in the SOW.

Payment processing. Payments may be processed via Stripe.

Late payments. Invoices are due as stated. Overdue balances may incur reasonable late fees and/or collection costs to the extent permitted by law.

Chargebacks. If you initiate a chargeback without first making a good-faith attempt to resolve the dispute with Overra, Overra may suspend delivery, revoke licenses to Deliverables pending resolution, and pursue collection/dispute remedies.

10. Cancellation and Rescheduling

Unless the SOW states otherwise:

Client cancellation/reschedule. Cancellations or reschedules on short notice may incur fees reflecting mobilization, reserved time, travel, and preparatory work.

Overra cancellation. Overra may delay or cancel due to weather, safety, legality, site access, privacy, airspace restrictions, equipment issues, illness, or other operational or risk-management necessity. If Overra cancels without providing Services, Overra will refund unearned portions of fees paid, excluding non-refundable third-party costs incurred for your project (if applicable and documented).

11. Delivery, Acceptance, and Revisions

Delivery. Deliverables are provided in the formats stated in the SOW (download link, cloud share, etc.).

Turnaround times. Time estimates are not guarantees unless explicitly guaranteed in writing.

Acceptance window. You must report material nonconformity with the SOW within 7 days of delivery; otherwise Deliverables are deemed accepted, except where prohibited by law.

Revisions. Minor edits may be included if stated in the SOW. Additional revisions, re-edits, or re-flights are billable.

12. Intellectual Property and License

Overra ownership. Unless the SOW explicitly transfers ownership, Overra retains all right, title, and interest (including copyright) in Deliverables and underlying work product.

Client license (standard). Upon full payment, Overra grants you a non-exclusive, worldwide, perpetual license to use the Deliverables for your internal business purposes and marketing related to the project, subject to these Terms and any SOW restrictions.

No resale by default. You may not resell, sublicense, or distribute Deliverables as standalone files (e.g., stock footage or "library" distribution) without Overra's prior written consent.

Portfolio use. Overra will not display Deliverables, client imagery, maps, reports, project details, or excerpts in public portfolio or marketing materials without your explicit written permission.

13. Service-Specific Disclaimers and Limitations

13.1 Visual Site & Condition Assessments

• Deliverables are for informational context only and do not constitute a licensed inspection or engineering report.
• Overra does not guarantee detection of hidden damage, leaks, structural issues, or code compliance. Findings may be limited by visibility, access, lighting, weather, and sensor limitations.
• Overra is not a licensed Professional Engineer or Real Estate Inspector in the State of Texas.

13.2 Construction Progress

• Deliverables document visible conditions at the time of capture. They are not a substitute for jobsite supervision, safety compliance audits, engineering review, survey, or legal/compliance determinations.
• You are responsible for site safety coordination and access.

13.3 Mapping and Measurement Outputs

• Unless the SOW explicitly states otherwise, mapping products are not certified surveys, boundary determinations, or engineering-grade measurements.
• Accuracy may vary based on GPS conditions, ground control (if any), processing software, site geometry, and environmental conditions.
• Mapping outputs are for visualization and do not constitute 'Professional Surveying' as defined by Texas Occupations Code §1071.002. Overra does not provide boundary line determination or certified geodetic data.

13.4 Insurance / Authorized Institution Contracting

• Overra may be engaged by insurers, agents, adjusters, claim professionals, restoration firms, or other authorized institutions to provide documentation outputs as specified.
• Overra is not a public insurance adjuster and does not negotiate or settle claims on behalf of an insured. Texas regulates "public insurance adjusters" and defines them as persons who act on behalf of an insured in negotiating for or effecting the settlement of a claim for compensation.
• Overra Deliverables do not guarantee claim coverage, valuation, or outcome and are not legal advice.

14. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." OVERRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH DISCLAIMERS ARE NOT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

No consequential damages. OVERRA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

Liability cap. OVERRA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO OVERRA FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE 3 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

Non-waivable liabilities. Nothing in these Terms limits liability that cannot be limited under applicable law (including, where applicable, liability for gross negligence or willful misconduct).

Some jurisdictions do not allow certain limitations; in that case, limitations apply to the greatest extent permitted.

16. Indemnification

You agree to defend, indemnify, and hold harmless Overra and its owners, officers, employees, contractors, and agents from and against claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or the SOW
• Your instructions, representations, requested uses, or distribution of Deliverables
• Your failure to obtain permissions/approvals or provide a safe site
• Your unlawful use of Deliverables or violation of third-party rights

17. Dispute Resolution; Arbitration; Class Action Waiver

A. Informal resolution first. Before filing a claim, you agree to contact Overra at andrew@overra.io with a description of the dispute and requested resolution. The parties will attempt good-faith resolution for 30 days.

B. Arbitration agreement (except small claims). If not resolved, either party may elect binding arbitration for disputes arising from these Terms or the Services, except that either party may bring an individual action in small claims court if the claim qualifies.

C. Procedure and location. Arbitration will be administered by a recognized arbitration provider under its applicable rules. The arbitration will be conducted in Dallas County, Texas, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

D. Class action waiver. YOU AND OVERRA AGREE THAT CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

E. Opt-out. You may opt out of arbitration and the class action waiver by emailing andrew@overra.io within 30 days of first accepting these Terms, stating your name and that you opt out.

18. Governing Law; Venue

These Terms and any dispute not subject to arbitration are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Subject to Section 17, exclusive venue will be state or federal courts located in Dallas County, Texas.

19. Electronic Records and Signatures

You agree that these Terms, SOWs, invoices, change orders, notices, and related communications may be provided and accepted electronically, and that electronic records and signatures have the same legal effect as handwritten signatures where applicable under Texas law, consistent with Texas's Uniform Electronic Transactions Act (Business & Commerce Code Chapter 322).

20. Privacy

Your use of the Website and Services is also governed by our Privacy Policy, which is incorporated by reference.

21. Third-Party Services and Links

The Website may integrate or link to third-party services (e.g., Stripe, embedded maps/video). Overra is not responsible for third-party content, availability, or practices.

22. Suspension and Termination

Overra may suspend or terminate Website access or Services if you breach these Terms, fail to pay, request unlawful conduct, interfere with operations, or create safety/legal risk. If terminated for your breach, you remain responsible for amounts owed and costs incurred.

23. Force Majeure

Overra is not liable for delays or failure to perform due to events beyond reasonable control, including severe weather, airspace restrictions, government actions, labor disruptions, power/telecom outages, or third-party platform failures.

24. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

25. Assignment

You may not assign these Terms or an SOW without Overra's written consent. Overra may assign its rights and obligations in connection with a merger, acquisition, or sale of assets.

26. Entire Agreement

These Terms and any applicable SOW constitute the entire agreement between you and Overra regarding the Website and Services and supersede prior or contemporaneous understandings.

27. Contact Information