Overlook Commercial Software License

Version 1.0 · Effective Date: May 1, 2026

This Overlook Commercial Software License (this “License”) governs access to and use of Software made available by Overlook AI, Inc., a Delaware corporation (“Overlook”), for installation or operation outside an Overlook-hosted production environment. The Software is licensed, not sold. By downloading, installing, copying, accessing, or using the Software, Licensee accepts this License unless Licensee has entered into an executed written agreement with Overlook that governs the Software, in which case that agreement controls to the extent expressly provided below.

1. Agreement Priority; Role of this License

1.1 If Licensee has entered into a signed Subscription and Software License Agreement, Order Form, master services agreement, government addendum, or other written agreement with Overlook that expressly governs the Software (a “Governing Agreement”), the Governing Agreement controls over this License to the extent of any direct conflict. This License supplements the Governing Agreement for matters not addressed in the Governing Agreement and shall be interpreted to preserve Overlook’s proprietary rights in the Software and related materials.

1.2 If no Governing Agreement exists, this License is the complete license agreement governing Licensee’s use of the Software, subject to any written order, purchase document, or license entitlement issued by Overlook that identifies the licensed Software, applicable term, permitted environment, and authorized usage metrics.

1.3 This License is intended to be included in Software packages, including compressed archives, container images, repositories, appliance images, installation bundles, and similar distributions. Its inclusion in a package does not grant rights beyond those expressly stated in this License or the applicable Governing Agreement.

2. Definitions

2.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means ownership or control of more than fifty percent (50%) of the voting interests of such entity.

2.2 “Authorized Environment” means the specific environment, account, tenant, network, cloud account, GovCloud environment, on-premises environment, air-gapped environment, or other deployment scope authorized by Overlook in a Governing Agreement, Order Form, entitlement record, license key, or written authorization.

2.3 “Authorized User” means an employee, contractor, agent, or other individual permitted by Licensee to access or use the Software for Licensee’s internal business purposes and within the applicable usage metrics.

2.4 “Documentation” means user guides, installation guides, administrative documentation, release notes, configuration materials, technical materials, and other documentation made available by Overlook for use with the Software.

2.5 “Licensee” means the legal entity or individual receiving, installing, accessing, or using the Software, and, where applicable, the customer identified in the applicable Governing Agreement or Order Form.

2.6 “Overlook Materials” means the Software, Documentation, installation materials, templates, APIs, configuration files, connectors, scripts, sample code, training content, methods, frameworks, user-interface structures, product workflows, scoring logic, Business-led AI Management Assessment and Scorecard systems, Business-led AI Management Canvas design, facilitation methods, and all related Overlook technology and know-how, whether delivered through the Software, Documentation, professional services, training, or other means.

2.7 “Software” means the object-code software, executable code, container images, downloadable artifacts, packaged distributions, installation packages, repositories, machine images, updates, patches, upgrades, add-ons, connectors, scripts, libraries, and related materials made available by Overlook for deployment outside an Overlook-hosted production environment.

2.8 “Usage Metrics” means the quantities, limits, controls, scope, or entitlements authorized by Overlook, which may include seats, Authorized Users, managed AI Profiles, Agent Messages, processing volume, environments, feature entitlements, instances, connectors, tenants, deployment locations, or other limitations stated in a Governing Agreement, Order Form, license entitlement, license key, or written authorization.

3. License Grant

3.1 Subject to Licensee’s payment of applicable fees and compliance with this License and any Governing Agreement, Overlook grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable license term to install and use the object-code form of the Software solely for Licensee’s internal business operations, solely in the Authorized Environment, and solely within the applicable Usage Metrics.

3.2 The license granted in this Section includes a limited right to make a reasonable number of copies of the Software solely for installation, backup, archival, disaster recovery, and internal deployment purposes within the Authorized Environment, provided that all proprietary notices are preserved and such copies remain subject to this License.

3.3 No source-code license is granted. No license is granted for use of the Software as a service bureau, application service provider, managed service provider, outsourcing service, time-sharing service, or service offered to third parties, unless expressly authorized in a signed writing by Overlook.

3.4 If Software is provided for evaluation, pilot, trial, proof-of-concept, beta, preview, development, sandbox, or non-production purposes, Licensee may use the Software only for the authorized non-production purpose and for the period designated by Overlook. Evaluation and pre-release Software may contain errors, may be incomplete, may not be supported, and may be discontinued at any time.

4. Delivery Models and Deployment Responsibility

4.1 The Software may be delivered for customer-cloud deployment, dedicated cloud deployment, GovCloud deployment, on-premises deployment, air-gapped deployment, appliance-style deployment, or other deployment models authorized by Overlook. Unless expressly stated otherwise in a Governing Agreement, Licensee is responsible for provisioning, securing, operating, backing up, monitoring, updating, and maintaining all infrastructure, networks, systems, storage, identity providers, endpoints, cloud accounts, physical facilities, and third-party services used to deploy or operate the Software.

4.2 Licensee is responsible for implementing and maintaining appropriate administrative, technical, and physical safeguards for the Authorized Environment, including access control, credential management, network segmentation, encryption configuration, backup administration, vulnerability management, patching of Licensee-controlled components, logging, incident response, and compliance with Licensee’s internal policies and applicable law.

4.3 Overlook is not responsible for unavailability, data loss, unauthorized access, security incidents, performance degradation, or failures caused by Licensee’s infrastructure, configurations, third-party services, unsupported modifications, failure to apply updates, or operation outside the Authorized Environment.

5. Usage Metrics; License Controls; Verification

5.1 Licensee shall not exceed the Usage Metrics authorized by Overlook. Unless expressly permitted in writing, Licensee shall not deploy the Software in more environments, instances, tenants, regions, cloud accounts, servers, clusters, networks, or business units than authorized.

5.2 The Software may include license keys, technical restrictions, entitlement checks, usage reporting, telemetry, activation processes, watermarking, or other controls designed to verify authorization, protect the Software, measure use, or prevent misuse. Licensee shall not disable, circumvent, interfere with, obscure, or falsify such controls.

5.3 Upon reasonable notice, Overlook may request information reasonably necessary to verify Licensee’s compliance with the authorized Usage Metrics and deployment scope. Licensee shall cooperate in good faith with reasonable verification requests. If verification shows use exceeding authorized rights, Licensee shall promptly purchase additional rights or reduce use, and Overlook may invoice Licensee for excess use at Overlook’s then-current rates or as otherwise stated in the Governing Agreement.

6. Restrictions

6.1 Except as expressly permitted by this License or a Governing Agreement, Licensee shall not, and shall not permit any third party to, copy, modify, adapt, translate, localize, port, merge, create derivative works of, or otherwise alter the Software or Documentation.

6.2 Licensee shall not reverse engineer, decompile, disassemble, inspect, analyze, or otherwise attempt to derive source code, underlying ideas, algorithms, scoring logic, data structures, architecture, trade secrets, model logic, prompts, methods, or non-public concepts from the Software or Overlook Materials, except solely to the extent such restriction is prohibited by non-waivable applicable law and then only after Licensee provides Overlook prior written notice and an opportunity to provide legally required information.

6.3 Licensee shall not rent, lease, lend, sell, sublicense, assign, distribute, publish, host, outsource, time-share, resell, provide service-bureau access to, or otherwise make the Software or Documentation available to any third party except as expressly authorized in a signed writing by Overlook.

6.4 Licensee shall not remove, alter, obscure, or falsify proprietary notices, copyright notices, trademarks, license notices, security notices, attribution notices, open-source notices, or other notices included in or with the Software or Documentation.

6.5 Licensee shall not use the Software or Overlook Materials to build, train, improve, benchmark, or support any product, service, assessment, scorecard, canvas, workflow, methodology, system, or framework that competes with Overlook or is substantially similar to Overlook’s Business-led AI Management products, methods, or professional-services frameworks.

6.6 Licensee shall not publish or disclose performance benchmarks, security test results, comparative analyses, vulnerability details, or technical evaluations concerning the Software without Overlook’s prior written consent, except where disclosure is required by applicable law or government procurement rules and after providing Overlook reasonable notice where legally permitted.

7. Ownership; Reservation of Rights

7.1 Overlook and its licensors retain all right, title, and interest in and to the Software, Documentation, Overlook Materials, and all intellectual property rights therein. The Software and Overlook Materials are protected by copyright, trade secret, trademark, patent, and other intellectual property laws.

7.2 Without limiting the foregoing, Overlook retains exclusive ownership of the Business-led AI Management Assessment, Business-led AI Management Scorecard, scoring logic, weighting systems, interpretive methods, Business-led AI Management Canvas design, Canvas structure, product workflows, guided-experience logic, training materials, templates, facilitation methods, professional-services playbooks, know-how, and non-public concepts embodied in or delivered with the Software or related materials.

7.3 Licensee owns Licensee’s data, records, operational inputs, AI Profile content, completed customer-specific Canvas entries, assessment responses, and other customer-specific content entered into or processed by the Software, subject to the rights granted to Overlook under any Governing Agreement, DPA, professional-services addendum, or other applicable agreement.

7.4 No rights are granted by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted in this License are reserved by Overlook and its licensors.

8. Data; Privacy; Restricted Data

8.1 Licensee is responsible for all data, files, records, prompts, inputs, outputs, configurations, credentials, and other materials entered into, stored in, transmitted through, or processed by the Software in Licensee’s environment.

8.2 Unless expressly authorized in a signed writing, the Software is not intended for processing protected health information subject to HIPAA, payment card data subject to PCI DSS, classified information, export-controlled technical data, special-category personal data requiring heightened safeguards, or other sensitive regulated data. Licensee is responsible for determining whether the Software is appropriate for Licensee’s intended data and use case.

8.3 Where Overlook processes personal data on behalf of Licensee in connection with support, hosted services, telemetry, professional services, or other services, such processing is governed by the applicable privacy policy, data processing addendum, or Governing Agreement. Where Licensee deploys Software in an environment controlled by Licensee and Overlook has no access to Customer Data, Licensee is responsible for compliance with privacy and data protection laws applicable to that environment.

9. Third-Party and Open-Source Components

9.1 The Software may include, interoperate with, or be distributed with third-party software, open-source software, libraries, packages, drivers, or components. Third-party components may be subject to separate license terms, notices, or obligations included in a NOTICE file, Documentation, Software bill of materials, repository, user interface, or other materials made available by Overlook.

9.2 To the extent required by applicable open-source licenses, those licenses govern Licensee’s use of the applicable open-source components. Nothing in this License limits rights Licensee may have under applicable open-source licenses for such components. Licensee’s rights in Overlook proprietary Software remain governed by this License and the Governing Agreement.

9.3 Licensee shall not use the Software with any code, component, data, model, or material in a manner that would require Overlook proprietary Software to be disclosed, licensed, distributed, or made available under open-source or other third-party terms.

10. Updates; Maintenance; Support

10.1 Overlook may make updates, upgrades, patches, hotfixes, security fixes, maintenance releases, or new versions available from time to time. Unless expressly stated otherwise, updates are licensed as Software under this License and remain subject to the same restrictions.

10.2 Overlook has no obligation to provide maintenance, support, updates, security patches, professional services, training, implementation assistance, or managed services for Software unless such services are purchased under a Governing Agreement or Order Form.

10.3 Licensee is responsible for timely installation of updates and patches made available by Overlook to the extent reasonably necessary to maintain security, compatibility, and support eligibility. Overlook may condition support on Licensee’s use of a supported version of the Software and a supported deployment configuration.

11. Professional Services and Training Materials

11.1 If Overlook provides professional services, implementation assistance, training, workshops, configuration guidance, or advisory services relating to the Software, such services are governed by the applicable Governing Agreement, Professional Services Addendum, Services Schedule, Statement of Work, or Order Form.

11.2 Training materials, workshop materials, implementation materials, facilitator guides, templates, assessment methods, scorecard interpretation methods, Canvas instructions, and other Overlook-provided service materials remain Overlook Materials. Licensee may use such materials only for internal use in connection with its authorized subscription, Software license, and services engagement, and may not record, copy, distribute, publish, train third-party consultants on, or commercialize such materials unless expressly authorized by Overlook in writing.

12. Confidentiality

12.1 The Software, Documentation, Overlook Materials, license keys, technical information, non-public product information, roadmaps, security information, and pricing or entitlement information are Overlook Confidential Information. Licensee shall protect Overlook Confidential Information using at least reasonable care and shall not use or disclose it except as necessary to exercise rights expressly granted under this License or as permitted by a Governing Agreement.

12.2 Licensee shall limit access to the Software and Overlook Confidential Information to Authorized Users and personnel with a need to know who are bound by confidentiality obligations at least as protective as those in this License.

13. Trademarks; Notices

13.1 No trademark license is granted under this License. Licensee shall not use Overlook’s names, trademarks, logos, service marks, product names, or branding except as expressly authorized by Overlook in writing.

13.2 Licensee shall retain all LICENSE, NOTICE, copyright, attribution, export, government-rights, open-source, and proprietary notices included with the Software. The absence of a notice in any file does not impair Overlook’s rights in the Software or Overlook Materials.

14. Compliance with Laws; Export Controls; Sanctions

14.1 Licensee shall comply with all laws and regulations applicable to Licensee’s use, deployment, access, import, export, re-export, transfer, and operation of the Software, including privacy, data protection, employment, procurement, sector-specific, artificial intelligence, cybersecurity, anti-corruption, export control, sanctions, and trade laws.

14.2 Licensee shall not access, use, export, re-export, transfer, release, or make available the Software or Overlook Materials in violation of United States export control laws, U.S. sanctions laws, or other applicable trade restrictions. Licensee represents that it is not located in, organized under the laws of, ordinarily resident in, or acting on behalf of any jurisdiction or person subject to comprehensive sanctions or restrictions applicable to the Software.

14.3 Licensee shall not use the Software for prohibited nuclear, chemical, biological, missile, military-intelligence, surveillance, weapons, or other restricted end uses except to the extent expressly authorized under applicable law and expressly approved in writing by Overlook.

15. U.S. Government Rights

15.1 The Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, developed exclusively at private expense. If acquired by or on behalf of the U.S. Government, the Software and Documentation are licensed only with the rights customarily provided to commercial end users under this License and the applicable Governing Agreement.

15.2 For civilian agencies, the Software and Documentation are provided consistent with FAR 12.212 and successor provisions. For the Department of Defense and agencies acting on its behalf, the Software and Documentation are provided consistent with DFARS 227.7202, including DFARS 227.7202-3, and successor provisions. The Government receives only the rights expressly stated in the applicable license agreement unless additional rights are expressly negotiated and enumerated in a signed written addendum.

15.3 The manufacturer is Overlook AI, Inc., 8 The Green STE B, Dover, DE 19901, USA. Any use, reproduction, release, performance, display, disclosure, or distribution by the U.S. Government is subject to this License and the applicable Governing Agreement.

16. Warranties; Disclaimers

16.1 If Licensee has a Governing Agreement, any warranties and remedies stated in that Governing Agreement apply in lieu of this Section to the extent they expressly govern the Software. If no Governing Agreement applies, the Software is provided “as is” and “as available,” with all faults and without warranty of any kind.

16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AVAILABILITY, ERROR-FREE OPERATION, OR COMPATIBILITY. OVERLOOK DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE FREE FROM VULNERABILITIES OR ERRORS, OR PRODUCE ANY PARTICULAR BUSINESS, OPERATIONAL, COMPLIANCE, AI READINESS, OR PERFORMANCE OUTCOME.

16.3 The Software may generate readiness levels, recommendations, analytics, outputs, reports, or other insights based on Customer Data, configuration, assumptions, and Overlook methodologies. Such outputs are informational and operational-support materials only and are not legal, compliance, audit, security-certification, financial, medical, employment, or professional advice.

17. Indemnity

17.1 If a Governing Agreement contains indemnification provisions applicable to the Software, those provisions govern. If no Governing Agreement applies, Licensee shall defend, indemnify, and hold harmless Overlook and its affiliates, officers, directors, employees, contractors, and licensors from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to Licensee’s use of the Software, Customer Data, deployment environment, violation of law, breach of this License, infringement or misappropriation of third-party rights by Licensee-provided materials, or use outside the Authorized Environment or Usage Metrics.

17.2 Overlook has no obligation to indemnify Licensee under this License unless such obligation is expressly stated in a Governing Agreement.

18. Limitation of Liability

18.1 IF LICENSEE HAS A GOVERNING AGREEMENT, THE LIMITATION OF LIABILITY IN THAT GOVERNING AGREEMENT APPLIES TO THE SOFTWARE. IF NO GOVERNING AGREEMENT APPLIES, THIS SECTION GOVERNS.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOSS OF GOODWILL; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR RECOVERY OF DATA; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR COST OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS LICENSE OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO OVERLOOK FOR THE SOFTWARE LICENSE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF LICENSEE RECEIVED THE SOFTWARE WITHOUT PAYMENT, OVERLOOK SHALL HAVE NO MONETARY LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW.

19. Term; Termination

19.1 This License begins upon the earlier of Licensee’s download, installation, access, copying, or use of the Software and continues for the license term authorized by Overlook, unless earlier terminated under this License or a Governing Agreement.

19.2 Overlook may terminate this License immediately upon written notice if Licensee materially breaches Sections 3 through 15, infringes or misappropriates Overlook’s intellectual property rights, circumvents technical controls, exceeds authorized use and fails to cure after notice, or uses the Software in a manner that creates material legal, security, or operational risk. Overlook may terminate this License upon thirty (30) days’ notice for any other material breach if Licensee fails to cure within the notice period.

19.3 Upon expiration or termination, Licensee shall immediately cease use of the Software and Documentation, uninstall and destroy or return all copies, disable access by Authorized Users, and certify destruction or return upon Overlook’s request, except to the extent retention is required by law or preserved solely in routine backups subject to continued confidentiality and non-use obligations.

20. Equitable Relief

20.1 Licensee acknowledges that unauthorized use or disclosure of the Software, Documentation, Overlook Materials, source code, trade secrets, license keys, scoring logic, Business-led AI Management methods, or other Overlook proprietary materials may cause irreparable harm for which monetary damages would be inadequate. Overlook may seek injunctive, equitable, or similar relief without posting bond, in addition to any other remedies available at law or in equity.

21. Governing Law; Dispute Resolution

21.1 If a Governing Agreement contains governing law, venue, or dispute-resolution provisions applicable to the Software, those provisions control. If no Governing Agreement applies, this License is governed by the laws of the State of Delaware, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

21.2 If no Governing Agreement applies, any dispute arising out of or relating to this License shall be resolved by binding arbitration in Delaware under commercially reasonable arbitration rules selected by Overlook, except that Overlook may bring claims involving intellectual property, confidentiality, equitable relief, license misuse, unauthorized access, or unpaid fees in any court of competent jurisdiction in Delaware. Licensee and Overlook waive any right to a jury trial to the maximum extent permitted by law.

22. Assignment; Notices; General Terms

22.1 Licensee may not assign, transfer, delegate, or sublicense this License or any rights or obligations under it without Overlook’s prior written consent. Any attempted assignment in violation of this Section is void. Overlook may assign this License in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or business.

22.2 Notices to Overlook must be sent to legal@overlookai.com and to Overlook AI, Inc., 8 The Green STE B, Dover, DE 19901, USA, unless a Governing Agreement specifies a different notice process. Notices to Licensee may be provided through account contacts, email, the Software, Documentation, or other reasonable means.

22.3 If any provision of this License is held invalid or unenforceable, the remaining provisions remain in effect and the invalid or unenforceable provision shall be enforced to the maximum extent permitted by law. A waiver must be in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.

22.4 Sections concerning restrictions, ownership, data responsibility, third-party components, confidentiality, notices, compliance, government rights, disclaimers, indemnity, liability limitations, termination effects, equitable relief, governing law, dispute resolution, and general terms survive expiration or termination.

Schedule A: Package Notice and Distribution Requirements

A.1 Each Software package should include, at a minimum, a LICENSE file containing this License or a link to the then-current license terms, a NOTICE file identifying Overlook proprietary notices and applicable third-party notices, and any open-source notices required by third-party component licenses.

A.2 The following notice text may be used in package NOTICE files, subject to update by Overlook: “Copyright © 2026 Overlook AI, Inc. All Rights Reserved. This package contains proprietary and confidential software and materials of Overlook AI, Inc. Use is subject to a valid license from Overlook AI, Inc. Unauthorized copying, modification, distribution, reverse engineering, disclosure, or use is prohibited.”

A.3 Any Software bill of materials, open-source attribution file, container-label metadata, repository notice, or deployment documentation provided with a package is part of the Documentation for purposes of this License.

Schedule B: Licensed Use and Deployment Record

B.1 The applicable Governing Agreement, Order Form, entitlement record, license key, or written authorization should identify the licensed Software, license term, Authorized Environment, support status, permitted deployment model, and Usage Metrics. If any such item is not identified, Licensee receives no right to use that item beyond the minimum rights necessary to install and evaluate the Software as expressly authorized by Overlook.