Overlook Subscription and Software License Agreement

This Overlook Subscription and Software License Agreement (this “Agreement”) is entered into by and between Overlook AI, Inc., a Delaware corporation with a principal place of business at 8 The Green STE B, Dover, Delaware 19901 (“Overlook”), and the customer identified in the applicable Order Form (“Customer”). This Agreement governs Customer’s acquisition, access to, and use of the Services, Licensed Software, Support Services, Professional Services, Documentation, and related offerings made available by Overlook.

This Agreement becomes effective on the date the parties execute or otherwise accept an Order Form that references this Agreement, unless a different effective date is expressly stated in that Order Form (the “Effective Date”). By executing an Order Form or otherwise accepting this Agreement, each party represents that it has authority to bind the entity on whose behalf it is entering into this Agreement.

This Agreement is intended to support multiple commercial delivery models, including Overlook-hosted SaaS, dedicated hosted environments, customer-cloud deployments, GovCloud deployments, on-premises deployments, air-gapped deployments, professional services bundled with subscriptions, and packaged proprietary software distributions, as further specified in the applicable Order Form.

1. Definitions

1.1 “Acceptable Use Policy” means Overlook’s then-current acceptable use policy applicable to the Services, as incorporated into this Agreement and made available by Overlook or attached to the applicable Order Form.

1.2 “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct the management and policies of the entity.

1.3 “AI Profile” means a named record, profile, management object, or equivalent product record within the Services used to describe, organize, manage, or coordinate an operating artificial intelligence system, AI-enabled capability, AI agent, AI workflow, model-enabled application, or related AI capability, whether bought, built, deployed, planned, assessed, monitored, or otherwise managed by Customer.

1.4 “Agent Message” means a message, prompt, response, instruction, action, or other measured interaction processed through an Overlook-hosted agent, guidance feature, assistant, automation, or other metered messaging capability, as further described in the applicable Order Form, Documentation, or platform configuration.

1.5 “Agreement” means this Overlook Subscription and Software License Agreement, together with each Order Form, the Professional Services Addendum, any applicable Services Schedule, the DPA, the SLA, the Security Addendum, the Acceptable Use Policy, the Commercial Software License, the Government Supplemental Terms when applicable, and any other exhibit, schedule, addendum, or policy expressly incorporated by reference.

1.6 “Authorized User” means an employee, contractor, advisor, or other individual authorized by Customer to access or use the Services on Customer’s behalf, subject to the Usage Metrics and the restrictions in this Agreement. Customer is responsible for all acts and omissions of Authorized Users as if they were Customer’s own acts and omissions.

1.7 “Business-led AI Management Materials” means the Overlook-owned materials, methods, tools, templates, documentation, training content, facilitation approaches, operational models, know-how, prompts, workbooks, dashboards, product workflows, service delivery methods, scorecard structures, canvas structures, assessment structures, scoring logic, weighting frameworks, interpretive rubrics, implementation practices, enablement content, internal playbooks, product-related concepts, and other proprietary materials used, provided, disclosed, or made available by Overlook in connection with the Services or Professional Services. Business-led AI Management Materials include the Business-led AI Management Assessment, the Business-led AI Management Scorecard, and the Business-led AI Management Canvas design, whether delivered through the platform, in workshop materials, in training materials, in Documentation, or through Overlook personnel.

1.8 “Commercial Software License” means Overlook’s proprietary commercial software license governing Licensed Software and packaged software distributions, as incorporated into this Agreement or included with the Licensed Software.

1.9 “Confidential Information” means non-public information disclosed by or on behalf of one party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Overlook Confidential Information includes the Services, Licensed Software, Documentation, Usage Data, Business-led AI Management Materials, non-public product roadmaps, security information, pricing, performance information, and all non-public aspects of the Business-led AI Management Assessment, Business-led AI Management Scorecard, and Business-led AI Management Canvas. Customer Confidential Information includes Customer Data and Customer Materials.

1.10 “Customer Data” means electronic data, content, information, records, entries, files, text, inputs, outputs, responses, artifacts, and materials submitted to, entered into, stored in, uploaded to, or generated within the Services by or on behalf of Customer, including Customer-owned AI descriptions, Customer business information, Customer operating areas, Customer-specific AI Profile content, Customer-specific Canvas entries, Customer priorities, Customer ownership information, assessment inputs, Customer-specific assessment results, completed Customer-specific Scorecard records, completed Customer-specific Canvas entries, Customer-specific product setup artifacts, and Customer-specific outputs loaded into Customer’s Overlook environment. Customer Data excludes Overlook Technology, Business-led AI Management Materials, Documentation, Licensed Software, Usage Data, and Overlook’s underlying methods, frameworks, templates, scoring logic, canvas design, scorecard design, facilitation methods, and know-how.

1.11 “Customer Environment” means any cloud, hosted, on-premises, air-gapped, GovCloud, virtual private cloud, network, device, endpoint, system, application, account, or other environment owned, operated, controlled, or procured by Customer or a third party acting on Customer’s behalf, other than infrastructure controlled by Overlook.

1.12 “Customer Materials” means Customer Data and any Customer information, documents, systems access, business context, AI descriptions, business records, policies, personnel inputs, configurations, data sources, and other materials provided to Overlook or made available to Overlook in connection with the Services or Professional Services.

1.13 “De-Identified Learnings” means learnings, insights, patterns, know-how, analytics, and generalized observations derived from Overlook’s provision of the Services or Professional Services that do not identify Customer, Authorized Users, or any individual, and do not disclose Customer Confidential Information. De-Identified Learnings do not include Customer Data in an identifiable form.

1.14 “Documentation” means Overlook’s then-current technical, user, administrative, or product documentation for the Services, excluding marketing materials unless expressly incorporated into an Order Form.

1.15 “DPA” means Overlook’s Data Processing Addendum, if applicable to Customer’s use of the Services.

1.16 “Government Supplemental Terms” means Overlook’s then-current Government Supplemental Terms, including commercial item, commercial computer software, FAR, DFARS, export, and government customer terms applicable to U.S. Government or public-sector orders where incorporated into an Order Form or otherwise applicable.

1.17 “Hosted Services” means Overlook’s hosted software-as-a-service offerings and related hosted platform features made available by Overlook for remote access and use under an Order Form.

1.18 “Licensed Software” means Overlook software, object code, executable code, container images, installation packages, compressed archives, binaries, machine images, deployment artifacts, updates, patches, and related Documentation made available by Overlook for deployment or use outside an Overlook-hosted multi-tenant SaaS environment, including packaged distributions delivered as a gzipped tar archive or similar package.

1.19 “Order Form” means an ordering document, quote, schedule, statement of work, purchase schedule, online order, or other transaction document accepted by Overlook that identifies the Services, Usage Metrics, fees, subscription term, deployment model, support tier, Professional Services, or other commercial terms.

1.20 “Overlook Technology” means the Services, Hosted Services, Licensed Software, Documentation, Business-led AI Management Materials, APIs, agents, product workflows, user interfaces, code, software, architecture, systems, databases, models, scoring approaches, methods, algorithms, designs, templates, frameworks, know-how, processes, configurations, analytics, and all improvements, enhancements, modifications, and derivative works of the foregoing.

1.21 “Professional Services” means implementation, onboarding, advisory, facilitation, configuration, enablement, training, data loading assistance, assessment support, Canvas facilitation, continuation planning, and other professional services provided by Overlook under an Order Form, Professional Services Addendum, or Services Schedule.

1.22 “Professional Services Addendum” means Overlook’s professional services addendum governing Professional Services, as incorporated into this Agreement and the applicable Order Form.

1.23 “Security Addendum” means Overlook’s then-current security addendum applicable to the Services, if incorporated into an Order Form or otherwise applicable.

1.24 “Services” means, collectively, the Hosted Services, Licensed Software, Professional Services, Support Services, Documentation, APIs, related features, and any other products or services provided by Overlook under an Order Form. The term Services does not transfer ownership of any Overlook Technology.

1.25 “Services Schedule” or “Statement of Work” means a services-specific schedule, exhibit, statement of work, or similar document describing the scope, deliverables, assumptions, responsibilities, fees, completion criteria, and timelines for Professional Services.

1.26 “SLA” means Overlook’s Service Level Agreement, if applicable to Hosted Services purchased under an Order Form.

1.27 “Subscription Term” means the period during which Customer is authorized to use the applicable Services under an Order Form, including any renewal term.

1.28 “Support Services” means Overlook’s support services, if any, identified in an Order Form, SLA, support policy, or Documentation.

1.29 “Usage Metrics” means the usage limits, entitlements, quantities, tiers, features, environments, deployment scope, usage volumes, Authorized Users, seats, AI Profiles, Agent Messages, and other limitations or controls specified in an Order Form, platform configuration, Documentation, or applicable plan.

2. Agreement Structure; Orders; Affiliates

2.1 Order Forms. Each Order Form is governed by this Agreement unless the Order Form expressly states that it is governed by another written agreement executed by the parties. An Order Form may specify the applicable Services, deployment model, Usage Metrics, Subscription Term, fees, billing terms, support tier, Professional Services, and special terms. If Customer’s purchase order, vendor portal terms, procurement terms, or similar document contains terms that are inconsistent with or additional to this Agreement, those terms are rejected, void, and of no legal effect unless expressly agreed in a writing signed by Overlook.

2.2 Affiliates. Customer Affiliates may purchase Services under this Agreement by entering into an Order Form accepted by Overlook. Each Customer Affiliate that enters into an Order Form is deemed “Customer” for that Order Form and is bound by this Agreement. Customer remains responsible for its Affiliates’ compliance with this Agreement to the extent Customer administers or controls their use.

2.3 Scope of Purchase. Customer’s purchase is limited to the Services, Usage Metrics, and deployment model stated in the applicable Order Form. Unless expressly stated in an Order Form, Customer’s purchase is not contingent on delivery of any future functionality, future feature, public statement, roadmap item, or other product direction.

2.4 Relationship of Subscription and Professional Services. Professional Services may be bundled with, discounted in connection with, or added to a subscription; however, the subscription rights and the Professional Services scope are distinct. Unless an Order Form expressly states otherwise, Customer’s payment obligations for subscriptions are independent of completion of Professional Services, and Customer’s payment obligations for Professional Services are independent of Customer’s use levels after the Services are made available.

2.5 Order of Precedence. In the event of conflict among documents, the following order of precedence applies: first, the applicable Order Form, solely for the Services and commercial terms covered by that Order Form; second, any Government Supplemental Terms applicable to the Order Form; third, the DPA, solely with respect to processing of personal data; fourth, the Professional Services Addendum and any applicable Services Schedule, solely with respect to Professional Services; fifth, this Agreement; sixth, the Commercial Software License, solely with respect to Licensed Software unless this Agreement provides greater rights to Overlook; seventh, the SLA and Security Addendum, each solely with respect to its subject matter; eighth, the Acceptable Use Policy; and ninth, Documentation. Public policies do not override a separately executed Order Form or this Agreement unless the relevant document expressly states otherwise.

3. Services; Delivery Models

3.1 Hosted Services. Subject to Customer’s compliance with this Agreement and the applicable Order Form, Overlook will make the Hosted Services available to Customer during the Subscription Term for Customer’s internal business purposes. Hosted Services may be delivered in Overlook Cloud, a dedicated hosted environment, or another hosted deployment model specified in an Order Form.

3.2 Licensed Software. If an Order Form includes Licensed Software, Overlook will make the Licensed Software available electronically, including by download, repository access, image registry, compressed archive, gzipped tar package, secure file transfer, or another delivery method determined by Overlook or specified in the Order Form. The Licensed Software is licensed, not sold, and may be used only in accordance with this Agreement, the Commercial Software License, and the applicable Order Form.

3.3 Customer-Managed Deployments. For Customer Cloud, GovCloud, on-premises, air-gapped, or other Customer-managed deployments, Customer is responsible for the Customer Environment, including infrastructure, networking, operating systems, identity management, patching of non-Overlook components, physical security, backups, monitoring, access controls, and compliance obligations, except to the extent an Order Form expressly assigns a responsibility to Overlook.

3.4 Support Services. Overlook will provide Support Services only to the extent stated in an Order Form, SLA, support policy, or Documentation. Support Services do not include custom development, data cleansing, data migration, ETL, third-party system remediation, security testing, AI model development, model training, model tuning, or managed services unless expressly included in an Order Form.

3.5 Changes to Services. Overlook may modify the Services from time to time, provided that Overlook will not materially reduce the core functionality of paid Services during the applicable Subscription Term, except as necessary for security, legal compliance, misuse prevention, third-party dependency changes, or continuity of service. Overlook may discontinue or modify beta, trial, preview, or no-charge features at any time without liability.

4. Access Rights; License Grants

4.1 Hosted Services Access. Subject to this Agreement, the applicable Order Form, and Customer’s timely payment of fees, Overlook grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Term to permit Authorized Users to access and use the Hosted Services solely for Customer’s internal business purposes and solely within the applicable Usage Metrics.

4.2 Licensed Software Grant. Subject to this Agreement, the applicable Order Form, the Commercial Software License, and Customer’s timely payment of fees, Overlook grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term or license term to install and use object-code copies of the Licensed Software solely for Customer’s internal business purposes, solely in the deployment environments authorized in the Order Form, and solely within the applicable Usage Metrics.

4.3 Documentation License. Subject to this Agreement, Overlook grants Customer a limited, non-exclusive, non-transferable right during the applicable Subscription Term to use the Documentation solely to support Customer’s authorized use of the Services.

4.4 Reservation of Rights. Overlook reserves all rights not expressly granted in this Agreement. No rights are granted by implication, exhaustion, estoppel, or otherwise.

5. Usage Metrics; Entitlements; License Compliance

5.1 Usage Metrics. Customer may use the Services only within the Usage Metrics stated in the applicable Order Form, including authorized seats, AI Profiles, Agent Messages, plan tier, feature entitlements, environments, processing capacity, and deployment scope. Customer may not circumvent Usage Metrics or technical controls intended to enforce Usage Metrics.

5.2 Overages. If Customer exceeds applicable Usage Metrics, Overlook may require Customer to purchase additional entitlements, reduce use to permitted levels, pay overage fees stated in the Order Form or then-current pricing, or enter into an amended Order Form. Overlook’s acceptance of payment for an overage does not waive future enforcement of Usage Metrics.

5.3 License Verification. For Licensed Software and Customer-managed deployments, Customer shall maintain accurate records reasonably sufficient to verify compliance with applicable Usage Metrics and deployment restrictions. Upon reasonable notice and no more than once annually unless Overlook reasonably suspects material non-compliance, Customer shall provide a written certification of compliance signed by an authorized representative. If an audit or certification reveals underpayment or overuse, Customer shall promptly pay applicable additional fees, and if underpayment exceeds five percent (5%) of fees due for the audited period, Customer shall reimburse Overlook’s reasonable audit costs.

5.4 Telemetry. Licensed Software may include license keys, entitlement checks, usage reporting, or telemetry designed to verify license compliance, maintain security, or provide Support Services. Overlook will not intentionally collect Customer Data through license telemetry except as necessary to provide or secure the Services, verify entitlements, or as otherwise described in the applicable Documentation, DPA, or Order Form.

6. Professional Services

6.1 Services Addendum. Professional Services are governed by the Professional Services Addendum and any applicable Services Schedule or Statement of Work. If Professional Services are included on an Order Form, Customer agrees that the Professional Services Addendum is incorporated into and forms part of this Agreement for those Professional Services.

6.2 Product Adoption Purpose. Unless an Order Form expressly states otherwise, Professional Services are provided to support product adoption, onboarding, platform configuration, guided setup, training, and initial operating use of the Services. Professional Services are not standalone management consulting, custom AI development, model training, model tuning, model deployment, legal advice, regulatory certification, audit, security assessment, penetration testing, or controls testing services.

6.3 Services Outputs and Customer Content. As between the parties, Customer owns Customer Data and Customer-specific content produced during Professional Services, including Customer-provided AI descriptions, Customer business information, Customer operating areas, Customer-specific AI Profile content, Customer-specific Canvas entries, Customer-specific assessment responses, Customer-specific assessment results, Customer priorities, Customer ownership information, and Customer-specific outputs loaded into Customer’s Overlook environment. Those items are Customer Data to the extent entered into or generated within the Services, and are governed by the data ownership, confidentiality, privacy, and security terms applicable to Customer Data under this Agreement, the DPA, and the Security Addendum.

6.4 Overlook Materials and Methods. Overlook retains exclusive ownership of all Business-led AI Management Materials and Overlook Technology used, disclosed, created, modified, or improved in connection with Professional Services. Without limiting the foregoing, Overlook retains ownership of the Business-led AI Management Assessment, Business-led AI Management Scorecard, assessment structure, scoring structure, scoring logic, weighting approaches, interpretation methods, scoring rubrics, Business-led AI Management Canvas design, canvas structure, canvas instructions, internal concepts regarding the use and design of the Canvas, training content, workshop decks, facilitator guides, service playbooks, templates, product workflows, methods, reusable tools, know-how, and derivative improvements to any Overlook materials.

6.5 Limited Use of Service Materials. To the extent Overlook provides training materials, workshop materials, templates, scorecard summaries, Canvas templates, enablement materials, or other Overlook-provided materials to Customer during Professional Services, Overlook grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use those materials solely for Customer’s internal adoption and use of Overlook and Business-led AI Management during the applicable Subscription Term. Customer may not publish, distribute, sublicense, commercialize, use to train third-party consultants, or otherwise make those materials available outside Customer’s organization without Overlook’s prior written consent.

6.6 No Reverse Engineering of Assessment or Canvas. Customer shall not use any assessment questions, scorecard results, canvas structure, workshop facilitation, training materials, recommendations, scoring insights, methodology explanations, engagement observations, service outputs, or other information received through the Services or Professional Services to reverse engineer, derive, replicate, model, benchmark, infer, or develop the Business-led AI Management Assessment, Business-led AI Management Scorecard, scoring logic, weighting system, Business-led AI Management Canvas design, internal Canvas concepts, or any competing product, service, framework, assessment, scorecard, canvas, methodology, or professional services offering.

6.7 Customer Participation. Customer’s timely participation is essential to Professional Services. Customer is responsible for identifying stakeholders, providing business information, making prioritization decisions, reviewing and validating information entered into the Services, ensuring Customer has rights to provide Customer Materials, and ensuring Customer does not provide prohibited sensitive data unless expressly authorized in writing. Overlook may extend timelines, suspend work, or deem milestones complete to the extent delays result from Customer’s failure to provide required participation, information, access, approvals, or decisions.

6.8 No Recording. Customer may not record Professional Services sessions, workshops, training, interviews, or meetings without Overlook’s prior written consent. If recording is approved, the recording is Overlook Confidential Information and may be used only for Customer’s internal adoption of the Services during the applicable Subscription Term.

6.9 Completion and Acceptance. Unless the applicable Services Schedule states otherwise, Professional Services deliverables are deemed accepted upon delivery, completion of the applicable session, availability in the Services, or expiration of five (5) business days after delivery without written rejection describing a material nonconformity with the applicable Services Schedule. Rejection may not be based on Customer’s failure to achieve a business outcome, readiness state, ROI target, compliance status, model performance, or other result not expressly warranted in the Services Schedule.

7. Customer Responsibilities

7.1 Administration and Accounts. Customer is responsible for administering its accounts, managing Authorized Users, assigning roles and permissions, maintaining credential confidentiality, and all activity occurring under Customer accounts, except to the extent caused by Overlook’s breach of this Agreement.

7.2 Customer Data and Materials. Customer is solely responsible for the accuracy, quality, legality, reliability, integrity, completeness, and appropriateness of Customer Data and Customer Materials. Customer represents and warrants that it has obtained all rights, permissions, notices, and consents necessary to submit Customer Data and Customer Materials to the Services and to grant Overlook the rights described in this Agreement.

7.3 Customer Decisions. Customer is solely responsible for Customer’s AI systems, business decisions, governance decisions, compliance determinations, operational use, implementation actions, and outcomes. Overlook does not control Customer’s AI systems and does not assume responsibility for Customer’s use of recommendations, assessments, scorecards, Canvas outputs, AI Profile content, readiness information, or other service outputs.

7.4 Sensitive and Regulated Data. Unless expressly authorized in a written agreement signed by Overlook, Customer shall not submit, upload, enter, or otherwise make available protected health information subject to HIPAA, payment card data subject to PCI DSS, classified information, export-controlled technical data, biometric identifiers, special category personal data requiring heightened safeguards, or other sensitive regulated data requiring specialized safeguards beyond those expressly described in the Agreement.

7.5 Third-Party Services. Customer is responsible for third-party products, systems, integrations, identity providers, cloud environments, AI systems, models, applications, and services that Customer uses with the Services. Overlook is not responsible for third-party services or for any Customer Data transmitted to third-party services at Customer’s direction.

8. Use Restrictions

8.1 Restrictions. Except as expressly permitted by this Agreement, Customer shall not, and shall not permit any third party to, copy, modify, adapt, translate, create derivative works of, distribute, resell, rent, lease, sublicense, timeshare, provide service bureau access to, or otherwise make available the Services, Licensed Software, Documentation, or Business-led AI Management Materials to any third party. Customer shall not use the Services for the benefit of any third party except for Customer’s internal business purposes as authorized in the applicable Order Form.

8.2 Reverse Engineering and Competitive Use. Customer shall not reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, object structure, algorithms, non-public APIs, file formats, underlying ideas, scoring logic, weighting systems, assessment methodologies, Canvas methodologies, product workflows, prompts, agent instructions, or trade secrets from the Services, Licensed Software, Documentation, or Business-led AI Management Materials, except to the limited extent non-waivable law expressly permits. Customer shall not access or use the Services, Licensed Software, Documentation, or Business-led AI Management Materials to build, train, support, benchmark, compare, or improve a competing product, service, assessment, scorecard, canvas, methodology, or framework.

8.3 Security Restrictions. Customer shall not interfere with, disrupt, compromise, probe, scan, test, or circumvent the security, integrity, availability, or performance of the Services, except to the extent expressly authorized in writing by Overlook. Customer shall not introduce malware, harmful code, denial-of-service attacks, or other harmful mechanisms.

8.4 Notices and Controls. Customer shall not remove, obscure, or alter proprietary notices, license keys, entitlement checks, usage controls, or technical restrictions included in or associated with the Services or Licensed Software.

8.5 Acceptable Use Policy. Customer’s use of the Services is subject to the Acceptable Use Policy. Overlook may suspend or restrict access as described in this Agreement if Overlook reasonably determines that Customer’s use violates the Acceptable Use Policy or presents a material security, legal, or operational risk.

9. Customer Data; Data Processing; Security

9.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer’s ownership of Customer Data does not limit Overlook’s ownership of Overlook Technology, Business-led AI Management Materials, or Overlook’s underlying methodologies, scoring logic, templates, designs, workflows, know-how, or other proprietary materials embedded in, used to generate, or used to structure the Services or Professional Services.

9.2 License to Customer Data. Customer grants Overlook and its Affiliates, contractors, and subprocessors a non-exclusive, worldwide, limited license to host, copy, process, transmit, display, analyze, modify, create technical transformations of, and otherwise use Customer Data solely as necessary to provide, secure, support, improve, and maintain the Services, provide Professional Services, comply with law, enforce this Agreement, prevent fraud or abuse, and as otherwise permitted by this Agreement, the DPA, or the Privacy Policy.

9.3 Platform Entries and Services Artifacts. Any Customer Data entered into the Hosted Services during onboarding, workshops, assessment sessions, Canvas sessions, product configuration, data loading assistance, or Professional Services is subject to the same data ownership, privacy, processing, confidentiality, and security terms applicable to Customer Data entered directly by Customer through the platform.

9.4 DPA. To the extent Overlook processes personal data on Customer’s behalf in a manner requiring a data processing agreement under applicable data protection law, the DPA governs such processing. In the event of a conflict between the DPA and this Agreement regarding processing of personal data, the DPA controls solely with respect to that processing.

9.5 Security Addendum. Overlook will maintain an information security program as described in the Security Addendum, if applicable. Customer acknowledges that no security measure is absolute and that Customer is responsible for security obligations assigned to Customer under this Agreement, including administration of Authorized Users, Customer Environments, credentials, Customer-controlled systems, and third-party integrations.

9.6 De-Identified Learnings and Usage Data. Overlook may collect Usage Data and may use De-Identified Learnings to operate, maintain, secure, improve, and develop the Services, Business-led AI Management Materials, training materials, methodologies, product guidance, scoring approaches, and related offerings, provided that Overlook does not disclose Customer Data or Customer Confidential Information in a manner that identifies Customer or an individual. Overlook will not use Customer Data to train a generally available third-party large language model except as expressly authorized by Customer in writing.

9.7 Data Export and Deletion. During the applicable Subscription Term, Customer may export Customer Data using functionality made available by Overlook. Following expiration or termination, Overlook will handle Customer Data in accordance with the Agreement, DPA, Documentation, and Overlook’s standard retention and deletion practices, subject to legal retention obligations, backup cycles, security logs, and dispute preservation needs.

10. Fees; Payment; Taxes

10.1 Fees. Customer shall pay all fees stated in each Order Form. Fees may include subscription fees, seat fees, AI Profile fees, Agent Message fees, deployment fees, Licensed Software fees, Support Services fees, Professional Services fees, implementation fees, overage fees, and other charges stated in the Order Form.

10.2 Payment Terms. Unless an Order Form states otherwise, fees are due within thirty (30) days after invoice date, payable in U.S. dollars, and non-cancelable and non-refundable except as expressly stated in this Agreement or the applicable Order Form. Customer shall provide complete and accurate billing and tax information and promptly update that information as needed.

10.3 Payment Processors. If an Order Form or platform workflow uses a payment processor, including Stripe, Customer authorizes Overlook and the payment processor to charge applicable fees and taxes. Overlook does not store complete payment card numbers, and payment processing is subject to the payment processor’s applicable terms and privacy practices.

10.4 Late Payments. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer shall reimburse Overlook for reasonable costs of collection, including attorneys’ fees, incurred in collecting overdue amounts.

10.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, excise, goods and services, and similar taxes, duties, levies, and charges arising from the Order Form, excluding taxes based on Overlook’s net income. If Customer is required to withhold taxes, Customer shall gross up payments so that Overlook receives the full amount invoiced, unless prohibited by law.

10.6 Suspension for Non-Payment. If Customer fails to pay undisputed overdue fees, Overlook may suspend access to the Services after providing at least ten (10) days’ written notice, unless immediate suspension is required to prevent legal, security, or operational risk. Suspension does not relieve Customer of payment obligations.

11. Confidentiality

11.1 Protection. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but not less than reasonable care. The receiving party shall not use Confidential Information except to exercise rights or perform obligations under this Agreement and shall not disclose Confidential Information except to its employees, contractors, advisors, Affiliates, and representatives who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

11.2 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party without confidentiality obligation before disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

11.3 Required Disclosures. The receiving party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental authority, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt notice and reasonable assistance to seek protective treatment.

11.4 Equitable Relief. Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The disclosing party may seek injunctive or equitable relief without posting bond, in addition to any other remedies available.

12. Intellectual Property; Ownership

12.1 Overlook Ownership. Overlook and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Overlook Technology, Services, Hosted Services, Licensed Software, Documentation, Business-led AI Management Materials, Support Services materials, Professional Services methods, De-Identified Learnings, Usage Data, and all improvements, modifications, enhancements, derivative works, and know-how related to any of the foregoing.

12.2 Customer Ownership. Customer owns and retains all right, title, and interest in and to Customer Data and Customer Materials, subject to the licenses and rights granted to Overlook under this Agreement. Customer ownership of Customer-specific outputs does not include any ownership of Overlook Technology, Business-led AI Management Materials, or Overlook’s underlying templates, structures, scoring systems, methodologies, workflows, or know-how.

12.3 Assessment and Scorecard. Overlook owns and retains all rights in the Business-led AI Management Assessment and Business-led AI Management Scorecard, including the assessment structure, questions, scoring design, scoring logic, weighting methods, interpretation methods, readiness models, explanatory frameworks, and related non-public concepts. Customer owns Customer-specific answers, Customer-specific assessment records, and Customer-specific Scorecard results, subject to Overlook’s ownership of the underlying Assessment and Scorecard and Customer’s use restrictions in this Agreement.

12.4 Business-led AI Management Canvas. Overlook owns and retains all rights in the Business-led AI Management Canvas design, structure, layout, taxonomy, instructions, facilitation methods, workflow, internal concepts, and non-public methods regarding how the Canvas is used, interpreted, configured, and connected to the Services. Customer owns the Customer-specific data, entries, descriptions, priorities, operating areas, AI profile content, and other Customer Data filled into the Canvas or loaded into the Services during an engagement.

12.5 Service Outputs. Unless an Order Form states otherwise, Customer may use Customer-specific services outputs delivered by Overlook for Customer’s internal business purposes in connection with Customer’s authorized use of the Services. Customer may not separate Overlook-owned methods, structures, templates, designs, scoring systems, facilitation methods, or Business-led AI Management Materials from those outputs for external distribution, commercialization, reverse engineering, competitive use, or use outside the scope of this Agreement.

12.6 Assignment of Overlook Materials. To the extent Customer obtains, by operation of law or otherwise, any right, title, or interest in any Overlook Technology, Business-led AI Management Materials, Licensed Software, Documentation, Service Materials, or derivative works of any Overlook-owned materials, Customer hereby irrevocably assigns to Overlook all such right, title, and interest, including all intellectual property rights, and agrees to execute documents reasonably necessary to confirm such ownership.

12.7 Feedback. Customer may provide suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback regarding the Services or Professional Services (“Feedback”). Overlook may use, disclose, reproduce, license, distribute, and otherwise exploit Feedback without restriction, compensation, attribution, or obligation, provided that Overlook does not disclose Customer Confidential Information in violation of this Agreement.

12.8 No Implied Rights. Except for the limited rights expressly granted in this Agreement, neither party grants any rights to the other under any intellectual property rights.

13. Professional Services Boundaries; AI Management Outputs

13.1 Advisory and Configuration Nature. Professional Services and AI management outputs are guidance, enablement, facilitation, training, product configuration, and product setup artifacts. They are not determinations of legal compliance, regulatory compliance, security adequacy, model safety, AI safety, audit readiness, risk certification, business value, ROI, or operational fitness.

13.2 No Control of Customer AI. Overlook does not develop, train, tune, deploy, operate, control, or validate Customer’s AI systems unless expressly stated in an Order Form. Customer remains solely responsible for Customer’s AI systems, AI outputs, AI operations, model selection, model performance, governance, compliance, safety decisions, and use of the Services in Customer’s business.

13.3 No Professional Advice. The Services and Professional Services do not constitute legal, accounting, tax, financial, human resources, regulatory, compliance, audit, security certification, medical, or other licensed professional advice. Customer should consult qualified advisors for those matters.

14. Warranties

14.1 Mutual Authority. Each party represents that it has the legal power and authority to enter into this Agreement.

14.2 Hosted Services Warranty. Overlook warrants that, during the applicable Subscription Term, the Hosted Services will perform materially in accordance with the applicable Documentation under normal authorized use. Customer’s exclusive remedy and Overlook’s sole obligation for breach of this warranty is for Overlook to use commercially reasonable efforts to correct the nonconformity or, if Overlook cannot reasonably do so, to terminate the affected Order Form and refund prepaid unused fees for the affected Hosted Services.

14.3 Licensed Software Warranty. Overlook warrants that, for thirty (30) days after delivery of Licensed Software or such other period stated in the Order Form, the Licensed Software will perform materially in accordance with the applicable Documentation when installed and used in accordance with the Documentation and authorized deployment environment. Customer’s exclusive remedy and Overlook’s sole obligation for breach of this warranty is correction or replacement of the Licensed Software or, if Overlook cannot reasonably do so, termination of the affected license and refund of prepaid unused fees for the affected Licensed Software.

14.4 Professional Services Warranty. Overlook warrants that Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for similar services. Customer’s exclusive remedy and Overlook’s sole obligation for breach of this warranty is re-performance of the nonconforming Professional Services or, if Overlook cannot reasonably re-perform, refund of fees paid for the nonconforming Professional Services.

14.5 Customer Warranty. Customer represents and warrants that Customer Data, Customer Materials, and Customer’s use of the Services will not violate applicable law, infringe or misappropriate third-party rights, or violate the Acceptable Use Policy.

15. Disclaimers

15.1 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, HOSTED SERVICES, LICENSED SOFTWARE, PROFESSIONAL SERVICES, SUPPORT SERVICES, DOCUMENTATION, BUSINESS-LED AI MANAGEMENT MATERIALS, ASSESSMENTS, SCORECARDS, CANVASES, OUTPUTS, RECOMMENDATIONS, INSIGHTS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND COURSE OF DEALING OR USAGE OF TRADE.

15.2 NO GUARANTEE OF OUTCOMES. OVERLOOK DOES NOT WARRANT THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR AI READINESS STATE, IMPACT READINESS LEVEL, BUSINESS OUTCOME, AI PERFORMANCE IMPROVEMENT, MODEL PERFORMANCE, RETURN ON INVESTMENT, ADOPTION LEVEL, COMPLIANCE STATUS, RISK REDUCTION, SECURITY OUTCOME, OR OPERATIONAL RESULT. CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VALIDATING ALL OUTPUTS, RECOMMENDATIONS, ASSESSMENTS, SCORECARDS, CANVAS CONTENT, AND GUIDANCE BEFORE RELYING ON THEM.

15.3 INTERNET AND THIRD-PARTY DEPENDENCIES. OVERLOOK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR COMPATIBLE WITH ALL CUSTOMER ENVIRONMENTS, THIRD-PARTY SERVICES, OR CUSTOMER SYSTEMS.

16. Indemnification

16.1 Overlook IP Indemnity. Overlook will defend Customer against any third-party claim alleging that the Hosted Services or Licensed Software, as provided by Overlook and used by Customer in accordance with this Agreement, directly infringe a United States patent, copyright, or trademark, or misappropriate a trade secret of a third party, and will pay damages finally awarded by a court or included in a settlement approved by Overlook.

16.2 Exclusions. Overlook has no obligation under Section 16.1 to the extent a claim arises from: (a) Customer Data or Customer Materials; (b) Customer’s breach of this Agreement; (c) use of the Services in combination with items not provided by Overlook where the claim would not have arisen but for the combination; (d) modifications not made by Overlook; (e) use after Overlook provides a non-infringing alternative or terminates the affected Service; (f) Customer’s continued use after notice of an alleged infringement; (g) Customer-managed environments, configurations, or third-party services; or (h) beta, trial, preview, no-charge, or evaluation features.

16.3 Mitigation. If Overlook reasonably believes the Services may be subject to an infringement claim, Overlook may, at its option and expense, procure the right for Customer to continue using the affected Services, modify the affected Services to be non-infringing, replace the affected Services with a substantially equivalent non-infringing alternative, or terminate the affected Services and refund prepaid unused fees for the terminated portion.

16.4 Customer Indemnity. Customer will defend Overlook and its Affiliates, officers, directors, employees, contractors, agents, and licensors against any third-party claim arising from or relating to: (a) Customer Data or Customer Materials; (b) Customer’s use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law; (c) Customer’s AI systems, AI outputs, AI operations, or business decisions; (d) Customer’s breach of Section 8 or Section 12; (e) Customer’s submission of prohibited sensitive or regulated data; or (f) Customer’s Customer Environment, third-party services, or integrations, and Customer will pay damages finally awarded or included in a settlement approved by Customer.

16.5 Procedures. The indemnified party shall promptly notify the indemnifying party of the claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits fault by the indemnified party or imposes non-monetary obligations on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

16.6 Exclusive Remedy. This Section 16 states the indemnifying party’s sole liability and the indemnified party’s exclusive remedy for third-party intellectual property claims covered by this Section, without limiting Customer’s obligations regarding Customer Data, Customer Materials, misuse, or violation of restrictions.

17. Limitation of Liability

17.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR OTHER SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 GENERAL CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO OVERLOOK UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

17.3 FREE, TRIAL, AND NO-CHARGE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK WILL HAVE NO MONETARY LIABILITY ARISING FROM OR RELATING TO FREE, TRIAL, BETA, PREVIEW, EVALUATION, OR NO-CHARGE SERVICES.

17.4 EXCEPTIONS. The limitations in this Section 17 do not limit Customer’s obligation to pay fees, either party’s liability for willful misconduct or fraud, or any liability that cannot be limited under applicable law. For clarity, Overlook’s liability for the Services remains limited as stated in this Section to the maximum extent permitted by law.

17.5 BASIS OF BARGAIN. The parties agree that the exclusions and limitations in this Section 17 are an essential basis of the bargain and apply regardless of the form of action and regardless of whether any limited remedy fails of its essential purpose.

18. Term; Renewal; Suspension; Termination

18.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated and all obligations that survive have been satisfied.

18.2 Order Terms and Renewal. Each Order Form begins on the start date stated in the Order Form and continues for the Subscription Term stated therein. Renewal terms, if any, are as stated in the Order Form. If an Order Form is silent, it will not automatically renew unless the parties agree in writing.

18.3 Termination for Cause. Either party may terminate an Order Form or this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice specifying the breach. Overlook may terminate immediately upon written notice if Customer materially breaches license restrictions, intellectual property restrictions, confidentiality obligations, reverse engineering restrictions, acceptable use obligations, export restrictions, or payment obligations, or if continued provision of Services would create legal, security, or operational risk.

18.4 Suspension. Overlook may suspend Customer’s or any Authorized User’s access to the Services if Overlook reasonably determines that: (a) Customer is in material breach; (b) Customer has overdue undisputed fees after notice; (c) Customer’s use presents a security, legal, or operational risk; (d) Customer violates the Acceptable Use Policy; (e) suspension is required by law; or (f) suspension is necessary to protect Overlook, Customer, other customers, or third parties. Overlook will use commercially reasonable efforts to limit suspension to the affected Services and to provide notice when practicable.

18.5 Effects of Termination. Upon expiration or termination of an Order Form, Customer’s rights to use the affected Services cease. Upon termination of this Agreement, Customer shall cease use of all Services, return or destroy Overlook Confidential Information and Business-led AI Management Materials in Customer’s possession, and certify such destruction upon request, except to the extent retention is required by law or permitted under an Order Form. Customer shall pay all accrued and unpaid fees.

18.6 Survival. Sections concerning definitions, fees owed, confidentiality, ownership, use restrictions, Customer Data rights needed for post-termination obligations, disclaimers, indemnification, limitation of liability, dispute resolution, export controls, audit rights, effects of termination, and general provisions survive expiration or termination.

19. Export Controls; Sanctions; Anti-Corruption

19.1 Export Compliance. Customer shall comply with all applicable export control, sanctions, import, and trade laws, including the Export Administration Regulations, Office of Foreign Assets Control sanctions programs, and other applicable trade restrictions. Customer shall not access, use, export, re-export, transfer, or make available the Services in violation of such laws.

19.2 Restricted Parties and Uses. Customer represents that neither Customer nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction prohibited for the Services, and are not listed on any applicable restricted party list. Customer shall not use the Services for prohibited end uses without required authorization.

19.3 Anti-Corruption. Each party shall comply with applicable anti-bribery and anti-corruption laws. Customer shall not offer or provide anything of value to improperly influence Overlook or any government official in connection with this Agreement.

20. Government Customers

20.1 Government Supplemental Terms. If Customer is the U.S. Government, a U.S. Government prime contractor or subcontractor, or another public-sector entity purchasing for a government purpose, the Government Supplemental Terms apply to the extent incorporated into the Order Form or required by applicable procurement law.

20.2 Commercial Computer Software. The Licensed Software, Hosted Services, Documentation, and related technical data are commercial products, commercial services, commercial computer software, and commercial computer software documentation developed exclusively at private expense. Government rights are limited to those rights customarily provided to commercial customers under this Agreement and the applicable Order Form, consistent with FAR 12.212, DFARS 227.7202, and successor regulations, as applicable.

21. Dispute Resolution; Governing Law

21.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, excluding conflict-of-law rules.

21.2 Arbitration. Except for Excluded Claims, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue of arbitration shall be Delaware. The arbitration shall be conducted in English by a single arbitrator unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Excluded Claims. Either party may bring claims relating to intellectual property ownership, misuse of intellectual property, confidentiality breaches, injunctive or equitable relief, or collection of unpaid fees in a court of competent jurisdiction in Delaware. Nothing in this Agreement prevents either party from seeking temporary or preliminary injunctive relief to protect intellectual property, Confidential Information, or the security or integrity of the Services.

21.4 Class Waiver. To the maximum extent permitted by law, disputes shall be brought only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

22. Notices

22.1 Notices to Overlook. Notices to Overlook under this Agreement must be sent to legal@overlookai.com, with a copy to Overlook AI, Inc., 8 The Green STE B, Dover, Delaware 19901, Attn: Legal Department, unless Overlook designates another notice address in writing.

22.2 Notices to Customer. Notices to Customer may be sent to the email address or physical address identified in the applicable Order Form or Customer account. Notices are deemed given upon personal delivery, upon confirmed email transmission if sent on a business day during normal business hours in the recipient’s jurisdiction, one (1) business day after overnight courier deposit, or three (3) business days after certified mail deposit.

23. General Provisions

23.1 Assignment. Customer may not assign this Agreement or any Order Form without Overlook’s prior written consent, except to a successor by merger, reorganization, or sale of substantially all assets, provided the assignee is not a competitor of Overlook, assumes all obligations in writing, and Customer provides prompt notice. Overlook may assign this Agreement or any Order Form to an Affiliate or in connection with a merger, reorganization, financing, corporate transaction, or sale of substantially all assets. Any prohibited assignment is void.

23.2 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.

23.3 Force Majeure. Neither party will be liable for delay or failure to perform, except payment obligations, due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, cloud provider failures, power failures, and denial-of-service attacks.

23.4 Publicity. Neither party may issue press releases or public announcements identifying the other party without prior written consent, except as required by law. Unless an Order Form states otherwise, Overlook may identify Customer as a customer using Customer’s name and logo in customer lists and sales materials, subject to Customer’s trademark guidelines provided to Overlook.

23.5 Subcontractors. Overlook may use employees, contractors, Affiliates, subprocessors, certified coaches, consultants, and other service providers to perform obligations under this Agreement, provided that Overlook remains responsible for their performance as required under this Agreement and uses commercially reasonable measures to impose confidentiality and intellectual property obligations consistent with this Agreement.

23.6 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be replaced by an enforceable provision that most closely reflects the parties’ original intent.

23.7 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving party.

23.8 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties, except that Overlook may update incorporated policies as permitted by those policies or this Agreement. Updated policies will not materially reduce Customer’s rights during a then-current paid Subscription Term without a legitimate legal, security, operational, or compliance reason.

23.9 Interpretation. The words “including” and “include” mean “including without limitation.” Headings are for convenience only and do not affect interpretation. The parties agree that this Agreement will be interpreted fairly and not against either party as drafter.

23.10 Counterparts and Electronic Signatures. Order Forms and amendments may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

23.11 Entire Agreement. This Agreement and the applicable Order Forms constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, representations, and understandings regarding that subject matter. No terms in a purchase order, portal, vendor registration, or similar Customer document modify this Agreement unless expressly accepted in writing by Overlook.

IN WITNESS WHEREOF, the parties may indicate acceptance of this Agreement by executing an Order Form referencing this Agreement, by electronic acceptance, or by another method permitted by the applicable Order Form.