Master Services Agreement
Last Revision: July 18, 2022
“Authorized Users” means the individual employees and contractors that Customer authorizes to access and use the Business Service through the assignment of a User Seat.
The “Business Service” means the version of the Services designed for businesses, teams, and other organizations. The Business Service may allow Customer to designate different types of Authorized Users (such as administrators) with access to different functionality within the Business Service.
“Confidential Information” means any nonpublic information or materials (tangible or intangible) provided or accessible to Customer pursuant to this Agreement.
“Customer” means the party identified as such in the Order Form.
“Effective Date” means the date of execution of the first Order Form between Customer and MasterClass.
“Fees” means the amounts payable by Customer to MasterClass for the Business Service.
“Indemnified Parties” means a party’s parent, affiliates and subsidiaries, and each of their officers, directors, employees, representatives and agents.
“Law” means any law, statute, ordinance, rule, regulation or judicial or administrative order, of any applicable jurisdiction
“Licensor Mark(s)” means the trademarks, logos, service marks, trade names, or copyrights of a party.
“MasterClass Content” means all video, text, graphics, audio, information, files, and any other material that is developed, operated and maintained by MasterClass and made available through the Business Service.
“Order Form” means the online confirmation page or ordering document mutually agreed upon by Customer and MasterClass, that specifies the provision of the Business Service, including Fees, number of User Seats, duration of access to the Business Service, and other relevant information related to the subscription to the Business Service.
“Registration Data” means the information about an Authorized User, as prompted by the Business Service’s registration form.
“Term” is defined in Section 5.1.
“Trials and Betas” means any features of the Business Service offered by MasterClass on a free or trial basis or as an alpha, beta or early access offering.
A “User Seat” means the access to, and use of, the Business Service purchased by Customer for an Authorized User on Customer’s behalf, as set forth in an Order Form.
2. Access and Use of the Business Service..
2.1 Use Description. By entering into this Agreement and any Order Form, MasterClass grants to Customer a limited, non-exclusive, non-transferable license, during the Term, to allow Authorized Users to access and use the Business Service on Customer’s behalf. This use is solely for Customer’s personal, internal purposes, in accordance with the terms and conditions of this Agreement, and Customer agrees not to use the Business Service for public performances. Except for the foregoing limited license, no right, title or interest shall be transferred to Customer.
2.3 Ownership. MasterClass (or its licensors) is and will remain the exclusive owner or rightful licensee of (a) the Business Service, the MasterClass Content and any software comprising any portion thereof and all related services, specifications, documentation and technical information, and all improvements, enhancements or modifications thereto, including any customizations and developments made for Customer), (b) MasterClass’s Confidential Information (as defined below), (c) all techniques, know-how, software, algorithms and methods or rights thereto that are owned by MasterClass at the time this Agreement is executed, or developed during the course of the design, development or provision of the Business Service or employed by MasterClass in connection with the Business Service and (d) all other MasterClass work product and/or other materials provided or accessible to Customer in connection with this Agreement, and all right, title and interest in and to any of the foregoing, including all intellectual property rights. MasterClass reserves all rights not expressly granted to Customer in this Agreement.
2.4 Trademarks. Except as otherwise provided herein, any materials of a party (“Party Licensee”) that contain the other party’s (“Party Licensor”) Licensor Mark(s) shall require Party Licensor’s prior written approval before use or publication by Party Licensee, and Party Licensee agrees to use such materials only as-delivered by Party Licensor and to not modify such materials in any way without Party Licensor’s prior written permission in each instance. Party Licensee acknowledges that any use of the Licensor Marks in connection with material, personnel or activities which are unethical, immoral or offensive to good taste, will impair the value and goodwill associated with Party Licensor and the Licensor Marks. Use of the Licensor Marks will strictly comply with the Party Licensor’s brand guidelines, as may be provided to Licensee in writing and as may be updated from time to time.
2.5 Feedback. Customer hereby grants to MasterClass a royalty-free, fully paid-up, irrevocable, worldwide, perpetual license to use, disclose and exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Business Service or any other products or services, without restriction, including to improve the Business Service and to develop, market, offer, sell and provide other products and services.
3. Fees; Disputes; Taxes.
3.1 Fees; Payment. Customer will pay all Fees specified in the applicable Order Forms. Access to the Business Service is expressly conditioned on timely payment of the Fees in accordance with payment terms set forth in the Order Forms. Unless otherwise set forth in an Order Form, MasterClass will invoice Customer annually in advance for the Business Service and each invoice will be due and payable within thirty (30) days of receipt by Customer. Except as otherwise provided for herein or in an Order Form, and notwithstanding anything contained in the User Terms, (i) Fees are based on the Business Service purchased, whether or not the Business Service is actually used by any or all Authorized Users (i.e., no refunds or credits will be given for unused or unassigned licenses for Authorized Users); (ii) payment obligations are non-cancelable; and (iii) Fees paid are nonrefundable.
3.2 Disputes. If Customer disputes any charges, Customer must let MasterClass know within sixty (60) days after the date that MasterClass charges Customer; furthermore, Customer may not maintain any action or proceeding against MasterClass with respect to any such disputed charge unless Customer commences that action or suit within six (6) months after the date such charge was completed. If Customer fails to pay any Fees when due, MasterClass may charge, and Customer agrees to pay, interest of the lesser of 1.5% and the maximum rate permitted by law per month on any outstanding balance. In addition to any other rights and remedies available to MasterClass under this Agreement, at law or in equity, if any payment is past due, MasterClass may, in its sole discretion and without prior notice, suspend Customer’s access to the Business Service and any other services provided under this Agreement.
3.3 Taxes. The Fees payable to MasterClass under this Agreement do not include taxes. Such Fees may be subject to sales tax, use tax, value-added tax, goods and services tax, or other taxes or governmental assessments where applicable. Customer is responsible for all such taxes other than U.S. taxes based on MasterClass’s net income. When processing Customer’s payment of any Fees, MasterClass may include a separate charge for any such taxes.
4. Customer Responsibilities.
4.1 Account Information. Customer agrees to supply to MasterClass all information reasonably requested by MasterClass and needed to establish an account pursuant to which Customer and its Authorized Users may access and use the Business Service. Customer will promptly keep MasterClass advised of any changes to such information.
4.2 Administrator User. As part of the registration process, Customer will identify an administrative user name or email and password for Customer’s account. Customer may use such administrative account to assign an Authorized User a User Seat to access and use the Business Service, up to the maximum number of User Seats ordered by Customer and as permitted by MasterClass.
4.3 Authorized Users. Authorized Users must be at least 18 years old or the age of legal majority in your jurisdiction of residence. Each Authorized User must have a User Seat assigned. A User Seat is deemed used/active when the administrative account assigns such User Seat to an Authorized User and an Authorized User registers for an account to access the Business Service. User Seats may not be transferred. Each Authorized User must have a unique identifier for a login, such as a unique email address or IP address; aliases are not permitted. Customer will not make the Business Service available to anyone other than its Authorized Users. Login access for the Business Service may not be shared among multiple individuals. Customer will promptly and without undue delay notify MasterClass upon learning of any unauthorized use of the Business Service or any other breach of security of which Customer becomes aware. In registering to access the Business Service, each Authorized User agrees to: (1) provide true, accurate, current and complete Registration Data; (2) comply with the User Terms; and (3) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Customer will ensure that each Authorized User complies with each applicable term of this Agreement and to the User Terms when using the Business Service. Each act or omission by any Authorized User will, for purposes of this Agreement, be deemed to be an act or omission of Customer. Customer will be responsible and fully liable for any and all activities of the Authorized Users. At the end of each 12-month term of an Order Form, Customer may reassign all User Seats purchased under such Order Form. Furthermore, if at any time, an Authorized User leaves Customer’s employment, or is no longer engaged as a contractor by Customer, Customer may reassign the applicable User Seat for such Authorized User and will ensure that such person is no longer authorized or able to access the Business Service under this Agreement.
4.4 Customer Systems. Customer is responsible for its own Internet access and all necessary hardware, telecommunications equipment and services, software and other materials necessary for Authorized Users to access and use the Business Service, the security of its own systems and the security of its and its Authorized Users’ access to and use of the Business Service.
4.6 Content. Customer and its Authorized Users agree not use Business Service or MasterClass Content in any way that infringes, misappropriates or violates any trademark, copyright, patent, trade secret, right of publicity, right of privacy or other personal, legal, proprietary or contractual right of any third party or violates any Law.
4.7 Compliance. Customer agrees to comply with all applicable Laws in connection with its use of the Business Service. Customer will comply with the export Laws of the United States and other applicable jurisdictions in using the Business Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) will not, nor will it authorize its employees or contractors to, access or use the Business Service in violation of any U.S. export embargo, prohibition or restriction, (c) will not submit to the Business Service any information controlled under the U.S. International Traffic in Arms Regulations, and (d) will comply with all Laws regarding the transmission of technical data exported from the United States and the country in which its employees or contractors are located.
5. Term; Suspension; Termination.
5.1 Term. This Agreement will commence on the Effective Date and continue until all Order Forms hereunder have expired or been terminated (the “Term”), unless terminated earlier as provided in this Agreement. The duration of the subscription period to the Business Service will be specified in each applicable Order Form. Unless otherwise set forth in an Order Form, Order Forms will automatically renew, at the then-applicable price per User Seat, unless either party gives the other party notice of non-renewal at least sixty (60) days before the end of the then current term
5.2 Suspension. In addition to any other rights under this Agreement, MasterClass may suspend Customer’s (and all Authorized Users’) access to the Business Service and related services if (a) Customer breaches or violates any provision of this Agreement, or (b) MasterClass, in its sole judgment, deems Customer’s actions or behavior violates applicable Laws, or is abusive, disruptive, offensive, or illegal, or violates the rights of or harms or threatens the safety of MasterClass, its customers or the security, availability or integrity of the Business Service (including if usage behavior exceeds reasonable limits). Where practicable, MasterClass will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension (if such issue is resolvable), MasterClass will promptly restore Customer’s access to the Business Service in accordance with this Agreement. Furthermore, MasterClass may suspend an individual Authorized User’s access to the Business Service and related services if such Authorized User (a) breaches or violates any User Terms, (b) breaches or violates this Agreement, or (c) MasterClass, in its sole judgment, deems an Authorized User’s actions or behavior violates applicable Laws, or is abusive, disruptive, offensive, or illegal, or violates the rights of or harms or threatens the safety of MasterClass, its customers or the security, availability or integrity of the Business Service (including if usage behavior exceeds reasonable limits).
5.3.1 MasterClass will have the right to terminate this Agreement immediately upon written notice to Customer if Customer violates the scope of or any restriction on the license set forth in this Agreement or Customer’s obligations with respect to Confidential Information.
5.3.2 Except as otherwise set forth herein, Customer will not have any termination rights and shall remain liable for all Fees due with respect to the entire Term even if Customer or any Authorized User decreases or ceases its use of the Business Service, or fails to use or assign all licenses for Authorized Users, prior to expiration or termination of the Agreement.
5.3.3 Each party will have the right to terminate this Agreement: (a) if the other party is in material breach of this Agreement and the breaching party fails to remedy such breach within thirty (30) days of written notice of such breach (ten (10) days with respect to a breach involving non-payment) and (b) immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy or becomes the subject of any involuntary proceeding relating to insolvency, liquidation, receivership or composition for the benefit of creditors if such proceeding is not dismissed within sixty (60) days of filing, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of the assets, or ceases to conduct business or an equivalent act to any of the above occurs under the Laws of the jurisdiction of each party.
5.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason, all licenses granted pursuant to this Agreement will automatically terminate, and MasterClass may immediately disable all Authorized Users and discontinue access for Customer and all Authorized Users to and use of the Business Service without additional notice to Customer. Customer will return to MasterClass all materials it has acquired pertaining to the Business Service and all Confidential Information. In addition, all Fees will become immediately due and payable. If Customer terminates the Agreement prior to the end of the then-current term, MasterClass will retain the balance of any Fees previously paid for such term. Sections 2.3, 2.5, 3, 4.5, 4.6, and 6 through 8 of this Agreement, and any other provisions that by their context are intended to survive termination, will survive any expiration or termination of this Agreement.
6. Confidentiality. The Business Service and any Confidential Information contain trade secrets and proprietary and confidential information of MasterClass. Customer will take all steps necessary to protect the confidentiality of the Confidential Information, and will not disclose, provide or otherwise make available any Confidential Information to any third party without MasterClass’s prior written consent. Without limitation of the foregoing, Customer will maintain at least the same precautions as it takes in regard to its own confidential information, but not less than reasonable care. Customer will ensure that its Authorized Users having access to the Business Service or Confidential Information are aware of and bound by nondisclosure and use restrictions at least as protective of the Business Service and Confidential Information as those set forth in this Agreement. Customer will promptly report to MasterClass in writing any unauthorized use or disclosure of any Confidential Information.
7. Limitations; Representations and Warranties; Disclaimers.
7.1 Reserved Rights. MasterClass reserves the right to: (a) change the Business Service (including the MasterClass Content, any other content, appearance, design, functionality and all other aspects thereof, and associated fees), access procedures, tools, documentation, format requirements, communications protocols and services offered at any time for any reason; (b) discontinue the Business Service subject to providing Customer a pro rata refund for pre-paid amounts for services not consumed due to such discontinuation, which will be MasterClass’s entire obligation to Customer in the event of such discontinuation and (c) refuse the Business Service to anyone for any reason at any time.
7.2 Availability. Customer acknowledges that availability of the Business Service may be affected by (a) telecommunication network activity or capacity, (b) hardware failures and/or (c) compatibility with third party communication equipment, Internet access software and/or browsers. MasterClass disclaims any and all responsibility for, and will not have any liability with respect to, any unavailability or lack of functionality of the Business Service. MasterClass does not guarantee that any support it provides for the Business Service will be available at a certain time, that MasterClass will respond within a certain time, or that MasterClass will make the Business Service work or resolve all problems in connection therewith.
7.3 Representations and Warranties. Each Party represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; and (c) the individual clicking through or signing an Order Form is an authorized representative of Customer with the requisite authority to bind Customer to this Agreement. Customer further represents and warrants that it has provided all necessary notices to and obtained all necessary consents and/or authorizations from Authorized Users to provide the Business Service and share Authorized Users’ personal data with MasterClass. Customer further represents and warrants that it will collect, use, and share personal data regarding its Authorized Users that it obtains in connection with Authorized Users’ use of the Business Service solely in accordance with applicable law, including all applicable data protection laws and regulations.
7.4 Disclaimer of Warranties. THE BUSINESS SERVICE AND ALL RELATED SERVICES ARE PROVIDED “AS IS”. MASTERCLASS MAKES NO WARRANTIES RELATED TO THE BUSINESS SERVICE OR ANY SERVICE AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MASTERCLASS DOES NOT WARRANT THAT THE OPERATION OF THE BUSINESS SERVICE OR ANY SERVICE OR IN ANY WAY RELATED TO THE BUSINESS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. MASTERCLASS ALSO MAKES NO WARRANTY THAT (A) THE BUSINESS SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BUSINESS SERVICE WILL BE ACCURATE OR RELIABLE, OR (C) THE QUALITY OF ANY ADVICE, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BUSINESS SERVICE WILL MEET YOUR EXPECTATIONS. MASTERCLASS IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE MASTERCLASS’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT THE ENTEPRISE SERVICE IS SUITABLE FOR ITS OWN PURPOSES.
7.5 Limitations of Liability. IN NO EVENT WILL MASTERCLASS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE BUSINESS SERVICE OR ANY SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE BUSINESS SERVICE, DATA OR ANY OTHER SERVICE, EVEN IF CUSTOMER HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE. FURTHER, IN NO EVENT WILL MASTERCLASS’S ENTIRE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO MASTERCLASS UNDER THIS AGREEMENT DURING THE PERIOD OF ONE YEAR PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE.
8.1 Indemnification. Customer will indemnify, defend and hold harmless MasterClass and its Indemnified Parties from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) made, incurred, assessed or awarded against MasterClass by any third party arising out of or in connection with (a) any breach by Customer of any representation, warranty or obligation in this Agreement or any allegation that, if proven, would constitute such a breach, (b) Customer’s or any Authorized User’s use of the Business Service, or (c) any of the results of Customer’s use of the Business Service or the exhibition, display, distribution, performance or presentation of any such MasterClass Content or results. Customer will not settle or compromise any such claim, except with prior written consent of the Indemnified Party. An Indemnified Party may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.
8.2 Assignment. Customer will not assign, transfer or sublicense this Agreement or any rights granted in this Agreement, and any assignment, transfer or delegation in contradiction of this provision will be null and void. MasterClass will have the right to assign this Agreement to a parent company, subsidiary or affiliate, to any successor of MasterClass or any of its parent companies, subsidiaries or affiliates, or in connection with any merger, acquisition or other change of control transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and MasterClass.
8.3 Construction. Whenever used in this Agreement, unless otherwise specified the terms “includes,” “including,” “e.g.,” “for example,” “such as,” “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement.
8.5 Trials and Betas. If Customer receives access to any Trials and Betas, use is permitted only for Customer’s internal evaluation during the period designated by MasterClass (or if not designated, thirty (30) days). Trials and Betas are optional and either party may cease Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that MasterClass may never release, and their features and performance information are MasterClass’s Confidential Information. Notwithstanding anything else in this Agreement, MasterClass provides no warranty, indemnity or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.
8.6 Publicity. Neither party may publicly announce this Agreement (or any activities contemplated herein) except with the other party’s prior consent or as required by Laws; provided, however, that Customer grants MasterClass the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on MasterClass’s website and in other marketing and promotional materials.
8.7 Force Majeure. If, due to an Event of Force Majeure, a party is unable to perform or is delayed in performance of any of its material obligations pursuant to this Agreement (except for payment), then such party will be excused for such non-performance or delay, as applicable, of those obligations affected by the Event of Force Majeure for as long as such Event of Force Majeure continues. “Event of Force Majeure” means any acts or occurrences beyond the reasonable control of the nonperforming or delayed party, including acts of God, acts of government, wars, riots, strikes or other labor disputes, natural disasters, acts of terrorism, Internet or other telecommunication failures or “brown-outs”, electric power failures, pandemics, quarantines, communicable diseases, fires and floods.
8.8 Notice. Any notice required to be given to MasterClass under this Agreement will be in writing and delivered personally, by email transmission, by express overnight mail, or by certified U.S. mail to Yanka Industries, Inc. d/b/a MasterClass, 660 4th Street, #443, San Francisco, CA 94107, email: firstname.lastname@example.org. Any notices required to be given to Customer will be in writing and delivered by email transmission to the email address Customer maintains in its account settings on the Business Service or by notifying Customer electronically by displaying the notice via the Business Service. Notices will be deemed effective: (a) on the date of delivery, if delivered personally; (b) on the date of email transmission, if sent by email; (c) one (1) business day after deposit, if sent by express overnight courier, with written confirmation of receipt; or (d) two (2) business days after posting, if sent by certified U.S. mail; provided that any notice to MasterClass must also be sent by email transmission to the email address set forth above and a response email or other confirmation by MasterClass of the receipt of such email is provided in order to be deemed effective.
8.9 Modifications to this Agreement. MasterClass reserves the right to modify, amend or replace this Agreement from time to time. Depending on the nature of the change, MasterClass will post the changes on this page and indicate at the top of this page the date this Agreement was last revised and/or notify Customer, either through the Business Service’s user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective immediately after they are posted for new Customers. For existing Customers, any such changes will become effective immediately no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Business Service or changes made for legal reasons will be effective immediately. If MasterClass notifies you of modifications to this Agreement that directly and materially conflict with the terms and conditions of the Agreement that was in effect as of the date of your initial acceptance, and such modifications are unacceptable to you, the only recourse is to terminate this Agreement and discontinue all usage of the Business Service by Customer and its Authorized Users. MasterClass will provide Customer a pro rata refund for pre-paid amounts for services not consumed due to such termination. Customer must provide written notice to MasterClass of such termination, by the date such modifications are to be effective. Customer’s continued use of the Business Service (including by the Authorized Users) following the effective date of any modifications to this Agreement will constitute Customer’s binding acceptance of the changes.
8.10 Miscellaneous. This Agreement is governed by the laws of the State of California without regard to conflict-of-law principles. The parties irrevocably consent to exclusive personal jurisdiction and venue in the federal and state courts located in San Francisco County, California for any action or proceeding arising out of or relating to this Agreement. Except as otherwise provided for herein, this Agreement may be modified or waived only in writing signed by both parties, and no failure or delay in enforcing any right will be deemed a waiver. Waiver of a breach of or right pursuant to this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. This Agreement is entered into for the benefit of the parties hereto and is not intended and will not be deemed, to create in any third party any rights or interest whatsoever.