Terms & Conditions

1. About these terms

These Terms and Conditions (“Terms”) govern your use of the OverTheTop.app platform and the services we provide (“Services”). They form a binding agreement between you (“Client”, “you”, “your”) and Brane Labs Pty Ltd (ACN 641 942 270), trading as OverTheTop.app (“OverTheTop”, “we”, “us”, “our”).

By signing up, paying for a Package, accepting a quote, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are entering into these Terms on behalf of a company, club, or other entity, you confirm that you have the authority to bind that entity, and references to “you” mean both you personally and that entity.

2. The Services

OverTheTop provides fully branded iOS and Android mobile applications and associated services to creators, sports clubs, communities, and organisations under a software-as-a-service model.

The Services include:

  • A branded iOS and Android mobile application built on the OverTheTop platform.
  • Content aggregation, push notifications, community chat, and other features as included in your Package from time to time.
  • Hosting, infrastructure, and routine maintenance for the duration of your subscription.
  • Publication of the application to the Apple App Store and Google Play Store, on the terms set out in Section 5 below.

We will use reasonable endeavours to maintain your application for the duration of your subscription, including keeping the underlying platform, SDKs, and dependencies current, and providing reasonable bug fixes for issues caused by the OverTheTop platform.

3. Packages

We currently offer two packages. The features of each Package are described on our website and may evolve in accordance with Section 4.

Launch Package USD $249 / month

  • All core OverTheTop platform features as published on our website at the time of sign-up.
  • You publish the application to your own Apple Developer and Google Play Developer accounts. We provide the build files, app bundle, and reasonable technical support to assist you with submission.
  • If you are unable or do not wish to publish the application yourself, we offer a separate one-off submission service at USD $999, under which we will publish the application to the App Stores under our own developer accounts. The submission fee is in addition to the monthly Package fee.

Pro Package USD $449 / month

  • All features included in the Launch Package.
  • All additional Pro features as published on our website at the time of sign-up.
  • We will, at your election and at no additional charge, publish the application to the App Stores on your behalf, under either your developer accounts or ours.

In both cases, the choice of who holds the developer account and submits the application does not reduce or alter our other obligations under these Terms, and does not transfer responsibility for Client Content (defined below) to us.

4. Evolution of the Package

OverTheTop is an actively developed platform. The features, integrations, and capabilities included in each Package will grow over the life of your subscription as new functionality is released. Where new features are added to your Package, they will be made available to you at no additional cost.

To keep the platform moving forward and commercially sustainable, we reserve the right at any time and in our sole discretion to vary, add, substitute, retire, consolidate, or remove features, integrations, third-party services, or other elements included in any Package, and to update what each Package includes from time to time. Such changes will not reduce the fees payable by you during a paid-up term, and will not give rise to a right of refund.

We will use reasonable efforts to notify you of material changes to the Package in advance where practical, for example via email or in-product communication.

5. App Store distribution

The Apple App Store and Google Play Store (“App Stores”) are operated by third parties whose policies, decisions, and review processes are outside our control.

We will use all reasonable endeavours to ensure your application meets the technical requirements of each App Store at the time of submission. Where an application is rejected, suspended, removed, demoted, or otherwise restricted by an App Store for technical reasons attributable to the OverTheTop platform, we will at our cost remediate those technical issues and resubmit the application. Where the rejection is wholly attributable to us and we are unable to remediate the issue and successfully resubmit, you may elect to terminate your subscription and we will refund the Fees paid in full.

We are not responsible or liable for any rejection, delay, suspension, removal, take-down, demotion, account termination, revenue withholding, fine, or other action taken by either App Store or by any third party in respect of your application, where that action arises from or is connected with Client Content, your brand, your conduct, your business, your developer account, or any act or omission by you, your users, or your personnel.

Where an application is rejected, suspended, removed, demoted, or otherwise restricted for any of the reasons in the previous paragraph:

  • These Terms remain in force.
  • All Services already performed are deemed delivered.
  • Fees already paid are non-refundable.
  • We have no obligation to remediate the underlying cause or to resubmit.

You acknowledge that we have committed development, design, infrastructure, and operational resources to build and operate your application, and that this work must be compensated regardless of your ability to distribute or continue distributing the application through any third-party platform.

We will, at your reasonable request and cost, provide reasonable technical assistance to help you respond to App Store issues that are not caused by the OverTheTop platform itself.

6. Fees and payment

You will pay the fees applicable to your Package as published on our website or as set out in your order (“Fees”).

Fees are billed in twelve (12) month terms, payable in full in advance, in US dollars (USD), unless we expressly agree otherwise in writing. The Services will commence once payment has been received in cleared funds.

The Fees in effect when you sign up are locked in for as long as your subscription remains continuously in force without a lapse in payment, regardless of future changes to our published pricing.

All Fees are exclusive of any applicable taxes, levies, or duties (including GST where applicable), which are payable by you in addition to the Fees.

Except as expressly set out in these Terms, all Fees are non-refundable. You acknowledge that we commit development, infrastructure, and operational resources on an annualised basis, and that this annualised commitment is the basis on which our pricing has been set.

If you have purchased the one-off Launch submission service at USD $999 under Section 3, that fee is fully earned on submission of your application to the App Stores and is non-refundable from that point.

7. Term and renewal

Your subscription begins on the date your first payment is received in cleared funds, and continues for an initial term of twelve (12) months (“Initial Term”).

At the end of the Initial Term, your subscription will automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal Fees are also payable annually in advance.

Non-renewal operates as a termination of these Terms with effect from the end of the then-current term, and the consequences in Section 11 apply.

8. Your responsibilities

You are solely responsible for:

  • All content, material, imagery, branding, audio, video, text, and any other material supplied by you or on your behalf, or posted, uploaded, or linked through the application by you, your personnel, your contributors, your users, your community, or any third party acting on your behalf (together, “Client Content”).
  • Ensuring Client Content complies with all applicable laws, regulations, industry codes, and the terms, policies, and guidelines of the App Stores and any other platform on which the application is distributed.
  • Obtaining and maintaining all rights, licences, consents, and clearances necessary for us to host, display, transmit, aggregate, and otherwise use Client Content for the purposes of providing the Services.
  • Responding to, managing, and resolving any complaint, take-down notice, infringement claim, or legal action relating to Client Content.
  • The conduct of your users and moderators within the application, including in community chat and any other user-generated features.
  • Where you hold the App Store developer accounts, maintaining those accounts in good standing and complying with the App Store agreements that apply to those accounts.

OverTheTop is a platform and application developer. We do not originate, curate, endorse, or vet Client Content and act only as a technology provider in respect of it.

9. Intellectual property

As between you and us, you own, and continue to own, all intellectual property rights in Client Content.

We own, and continue to own, all intellectual property rights in the OverTheTop platform, the underlying source code, infrastructure, designs, templates, tooling, documentation, and any improvements, modifications, or derivative works of the foregoing (“Platform IP”), including where the Platform IP is configured, branded, or customised for you.

We grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Platform IP solely through your branded application and solely for the duration of your subscription.

You grant us a worldwide, royalty-free, non-exclusive licence to host, store, reproduce, display, transmit, adapt (to the extent technically necessary), and otherwise use Client Content for the purposes of providing the Services.

10. Indemnity, warranties and liability

You indemnify, and agree to keep indemnified, OverTheTop and its officers, employees, and contractors from and against any and all claims, losses, damages, liabilities, fines, penalties, legal costs (on a full indemnity basis), and expenses arising out of or in connection with: (a) Client Content; (b) your breach of Section 8; (c) any App Store or third-party action of the kind described in Section 5; and (d) any act, omission, or breach of law by you, your users, your personnel, or any person acting on your behalf in connection with the application.

We warrant that we will provide the Services with reasonable care and skill. Except as expressly set out in these Terms and to the maximum extent permitted by law, all other warranties, representations, conditions, and guarantees (express or implied, statutory or otherwise) are excluded.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other law that cannot lawfully be excluded.

To the maximum extent permitted by law, our total aggregate liability to you, in contract, tort (including negligence), statute, or otherwise, arising out of or in connection with these Terms is limited to the Fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the liability.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, incidental, special, or punitive loss, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or data.

11. Termination

Either party may terminate these Terms immediately by written notice if the other party: (a) commits a material breach of these Terms that is not remedied within fourteen (14) days of written notice; or (b) becomes insolvent, enters into administration, liquidation, receivership, or any similar process.

We may also terminate these Terms immediately by written notice if your use of the Services or Client Content exposes us, our platform, or our other clients to legal, regulatory, reputational, or App Store risk.

Non-renewal under Section 7 operates as a termination of these Terms with effect from the end of the then-current term.

On termination (including by non-renewal):

  • Your licence to the Platform IP ends.
  • We may take your application offline and remove it from the App Stores.
  • You remain liable for any Fees accrued or prepaid up to the end of the then-current term.
  • Fees already paid remain non-refundable, except where you terminate for our uncured material breach, in which case a pro-rata refund of prepaid Fees for the unused portion of the then-current term will be paid.

Sections that by their nature are intended to survive termination (including Sections 5, 6, 8, 9, 10, this Section 11, and Section 13) survive termination.

12. Confidentiality

Each party will keep confidential any non-public information of the other party disclosed under these Terms and will use it only to perform its obligations or exercise its rights under these Terms. This Section does not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

13. General

These Terms are governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

These Terms, together with any order or quote referenced at sign-up, are the entire agreement between the parties and supersede all prior discussions, proposals, and representations.

We may update these Terms from time to time. The current version will always be available on our website. Changes that materially reduce your rights under these Terms will be notified to you in advance, and will only apply to you from your next Renewal Term unless required by law.

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a sale of our business or substantially all of our assets.

If any provision of these Terms is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force.

A failure or delay by either party to exercise a right under these Terms does not operate as a waiver of that right.

Notices under these Terms must be in writing and sent by email to the address nominated by each party, and are deemed received on the next business day after sending.

14. Contact

Questions about these Terms can be sent via this form.