Terms of Service

Last updated: 10 April 2026

These Terms of Service ("Terms") govern your use of the OVERLAY web application ("Service") operated by OVERLAY Tools ("we", "us", "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Service Description

OVERLAY is a browser-based PDF comparison and markup tool. The Service allows users to upload PDF documents, overlay revisions, annotate drawings, take measurements, and export annotated files. The Service is provided on a subscription basis.

2. Accounts and Registration

To use the Service, you must create an account by providing a valid email address and password. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account.

Each subscription is licensed for use by a single individual. Sharing login credentials with other people is not permitted. We enforce a single active session per subscription — if your account is accessed from a new device or browser, any existing session will be terminated.

3. Subscriptions and Payment

The Service is offered on a monthly or annual subscription basis. Prices are listed in Australian Dollars (AUD) and are subject to change with 30 days' notice. All subscriptions include a 7-day free trial period. Payment is processed securely through Stripe. You authorise us to charge the payment method you provide on a recurring basis for the applicable subscription fees.

You may cancel your subscription at any time through the Stripe Customer Portal. Cancellation takes effect at the end of the current billing period — you retain access until that date. We do not offer refunds for partial billing periods.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

5. Your Content and Data

You retain all ownership rights to the PDF files, annotations, and other content you upload or create using the Service ("Your Content"). We do not claim any intellectual property rights over Your Content.

You grant us a limited, non-exclusive licence to store, process, and display Your Content solely for the purpose of providing the Service to you. We will not access, use, or share Your Content for any other purpose.

You are solely responsible for maintaining backups of Your Content. While we use commercially reasonable measures to protect your data, we do not guarantee that Your Content will not be lost, corrupted, or destroyed.

6. Intellectual Property

The Service, including its design, code, user interface, graphics, and branding, is the intellectual property of OVERLAY Tools and is protected by copyright and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited right to use it under your subscription.

You may not copy, reproduce, modify, distribute, or create derivative works based on any part of the Service without our prior written consent.

7. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information.

8. Availability and Modifications

We strive to maintain the Service's availability but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes.

9. Limitation of Liability

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In no event shall OVERLAY Tools be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, goodwill, or other intangible losses, arising from or related to your use of the Service.

Our total aggregate liability to you for any claim arising from or related to these Terms or the Service shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

Nothing in these Terms is intended to exclude or limit any rights you may have under Australian Consumer Law or other mandatory statutory protections that cannot be excluded by agreement.

10. Indemnification

You agree to indemnify and hold harmless OVERLAY Tools from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

11. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service ceases immediately. Provisions of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property, limitation of liability, and indemnification.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia.

13. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms.

14. Contact

If you have questions about these Terms, contact us at hello@overlay-tools.com.

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