Overlook Terms of Service

These Terms of Service (these “Terms”) govern access to and use of the websites, online services, hosted software-as-a-service offerings, applications, portals, documentation, support resources, professional-services interfaces, training resources, downloadable materials, and related offerings made available by Overlook AI, Inc., a Delaware corporation (“Overlook,” “we,” “us,” or “our”) (collectively, the “Services”). These Terms apply to each person or entity that accesses or uses the Services, registers for an account, accepts these Terms, purchases a self-service subscription, or otherwise uses the Services without a separately executed written agreement with Overlook.

If you access or use the Services on behalf of an organization, company, agency, or other legal entity, then “Customer,” “you,” and “your” refer to that entity, and you represent that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services. If you are using the Services as an individual through an individual account, then “Customer,” “you,” and “your” refer to you personally.

These Terms are intended for business use only. The Services are not offered for consumer, household, or personal use. By accessing or using the Services, you represent that you are at least eighteen (18) years old and that you are using the Services solely for lawful business purposes.

1. Definitions.

1.1 “Account” means an account, workspace, organization, tenant, or other access credential or administrative environment established for use of the Services.

1.2 “Administrator” means a User authorized by Customer to administer an Account, manage Users, manage subscription settings, configure access rights, purchase or modify self-service plans where enabled, or otherwise act on behalf of Customer within the Services.

1.3 “Agent Messages” means the metered messages, interactions, requests, prompts, responses, agent actions, or similar usage events made available under a subscription plan, as described in the Services, an Order Form, or applicable product documentation.

1.4 “AI Profile” means a named record, profile, inventory entry, operating-AI record, or other Overlook product object used to describe, configure, assess, guide, manage, or track an AI capability, operating AI, agent, model-enabled workflow, AI-enabled system, or related business capability.

1.5 “Authorized User” or “User” means an employee, contractor, consultant, agent, representative, or other individual whom Customer authorizes to access or use the Services under Customer’s Account, subject to these Terms and applicable subscription limits.

1.6 “Customer Data” means data, text, content, records, files, inputs, configurations, AI descriptions, business information, operating-area information, completed Canvas entries, assessment responses, Customer-specific assessment results, AI Profile content, and other information that Customer or its Users submit to, enter into, upload to, or generate within the Services or provide to Overlook in connection with the Services. Customer Data does not include Overlook Technology, Overlook Materials, Usage Data, or De-Identified Data.

1.7 “De-Identified Data” means information derived from Customer Data or Usage Data that has been aggregated, anonymized, de-identified, or otherwise processed so that it does not identify Customer or any individual and is not reasonably capable of being used to re-identify Customer or any individual.

1.8 “Direct Agreement” means a separately executed written agreement between Customer and Overlook, including a Subscription and Software License Agreement, Order Form, Professional Services Addendum, Services Schedule, Statement of Work, government supplement, data-processing addendum, or other written agreement expressly governing Customer’s use of the Services.

1.9 “Documentation” means Overlook’s then-current user documentation, product descriptions, technical materials, support materials, policies, and usage instructions made available by Overlook for the Services.

1.10 “Overlook Materials” means all methodologies, frameworks, templates, training content, implementation materials, workshop materials, facilitation guides, enablement materials, service-delivery methods, internal playbooks, know-how, product workflows, product concepts, scoring structures, assessment structures, canvas structures, documentation, and other materials created, owned, provided, or used by Overlook in connection with the Services.

1.11 “Overlook Technology” means the Services, software, source code, object code, models, systems, workflows, algorithms, architecture, user interfaces, APIs, databases, product designs, documentation, Overlook Materials, Business-led AI Management Assessment/Scorecard, Business-led AI Management Canvas, and all related intellectual property, improvements, modifications, derivative works, and technical or business know-how.

1.12 “Professional Services” means onboarding, configuration assistance, training, enablement, workshops, advisory support, Business-led AI Management Foundations, implementation assistance, product-adoption services, or other professional services made available by Overlook under a Direct Agreement or otherwise expressly agreed by Overlook.

1.13 “Self-Service Subscription” means a subscription purchased, modified, renewed, or managed through the Services, Overlook’s website, or a third-party billing portal designated by Overlook, including Stripe.

1.14 “Sensitive Data” means protected health information, payment card data, classified information, export-controlled technical data, biometric identifiers, special-category personal data, children’s data, government-controlled unclassified information requiring specialized safeguards, or other data subject to heightened legal, regulatory, contractual, or security obligations.

1.15 “Usage Data” means technical, telemetry, operational, diagnostic, billing, metering, performance, security, feature-use, and similar data relating to access to or use of the Services, excluding Customer Data in its identifiable form.

2. Acceptance of Terms; Order of Precedence.

2.1 You accept these Terms by clicking to accept or agree to them, registering for an Account, accessing or using the Services, purchasing a Self-Service Subscription, or otherwise indicating acceptance through a process made available by Overlook. These Terms form a binding agreement between Customer and Overlook.

2.2 If Customer has entered into a Direct Agreement with Overlook, the Direct Agreement governs the subject matter covered by that Direct Agreement. These Terms apply only to the extent the Direct Agreement does not govern or to the extent the Direct Agreement incorporates these Terms. If there is a conflict between these Terms and a Direct Agreement, the Direct Agreement controls solely to the extent of the conflict.

2.3 Unless a Direct Agreement expressly provides otherwise, the following order of precedence applies: first, the applicable Order Form or other transaction document; second, the Overlook Subscription and Software License Agreement or other negotiated master agreement; third, the Professional Services Addendum and any Services Schedule or Statement of Work, but only for Professional Services; fourth, the Data Processing Addendum, but only for personal-data processing matters; fifth, any product-specific, government, security, or support addendum applicable to the relevant Services; sixth, these Terms; and seventh, policies incorporated by reference, including the Acceptable Use Policy.

2.4 The Overlook Privacy Policy, Acceptable Use Policy, Data Processing Addendum, Security Addendum, Service Level Agreement, Commercial Software License, Professional Services Addendum, and Government Supplemental Terms are incorporated into these Terms to the extent applicable to Customer’s use of the Services or the relevant transaction. Overlook may make these documents available by posting them on its website, within the Services, or by other reasonable means.

3. Business Use; Eligibility; Authority.

3.1 The Services are intended for use by businesses, enterprises, governmental entities, and other organizations, and not for consumer or household purposes. Customer and each User must be at least eighteen (18) years old.

3.2 If a User accepts these Terms on behalf of Customer, that User represents and warrants that the User has full legal authority to bind Customer. Customer is responsible for ensuring that each User complies with these Terms, any applicable Direct Agreement, and all applicable laws.

3.3 Overlook may refuse, suspend, or terminate access if Overlook reasonably determines that a person or entity is ineligible, lacks authority, is using the Services for non-business purposes, presents a security or legal risk, or is otherwise violating these Terms.

4. Accounts; Administrators; Authorized Users.

4.1 Customer must provide accurate, current, and complete Account information and keep such information updated. Customer is responsible for all activity under its Account and for all acts and omissions of its Users, Administrators, contractors, representatives, and any person accessing the Services through Customer’s credentials or systems.

4.2 Customer is responsible for maintaining the confidentiality and security of Account credentials, access tokens, identity-provider configurations, API keys, administrative permissions, and any other authentication mechanisms. Customer must promptly notify Overlook at support@overlookai.com if Customer becomes aware of unauthorized access, credential compromise, or misuse of the Services.

4.3 Administrators may have authority to add or remove Users, assign permissions, access Customer Data, configure Account settings, purchase or modify subscriptions, connect third-party services, and take other actions on behalf of Customer. Customer is solely responsible for designating Administrators and for all actions taken by Administrators.

4.4 Customer may permit contractors, consultants, and service providers to use the Services solely for Customer’s internal business purposes and solely in accordance with these Terms, provided that Customer remains responsible for their access and use. Customer must not make the Services available to competitors of Overlook except with Overlook’s prior written consent.

5. Services; Subscription Plans; Entitlements.

5.1 Overlook provides a business-led AI management platform that may include tools for AI portfolio visibility, AI Profiles, business context, operating areas, assessment workflows, readiness insights, scenario management, product configuration, collaboration, training, and related product capabilities. The Services may evolve over time, and Overlook may modify, enhance, suspend, or discontinue features in accordance with these Terms.

5.2 Self-Service Subscriptions may include plan tiers such as PRO, BUSINESS, and ENTERPRISE, or other plans made available by Overlook. Plan names, pricing, included features, usage limits, seat limits, AI Profile limits, Agent Message limits, support levels, and other entitlements are described in the Services, on Overlook’s website, at checkout, in the Stripe billing portal, or in applicable product documentation at the time of purchase.

5.3 Customer’s use of the Services is subject to the usage limits, features, restrictions, and entitlements applicable to Customer’s subscription plan. Customer must not exceed applicable limits for Seats, AI Profiles, Agent Messages, environments, storage, API usage, or other usage metrics. Overlook may measure and enforce usage through technical controls, administrative controls, metering, suspension, overage charges where applicable, or required plan changes.

5.4 Overlook may offer free plans, trials, beta features, evaluation access, promotional credits, sandbox environments, or other non-paid offerings. Free, trial, beta, evaluation, preview, and promotional offerings are provided for limited use, may be modified or discontinued at any time, may be subject to additional limits, and are not subject to service-level commitments unless Overlook expressly states otherwise in writing.

5.5 Overlook may provide access to downloadable software, packaged distributions, container images, archives, command-line tools, libraries, connectors, agents, or similar materials. Unless expressly stated otherwise in a Direct Agreement, use of such software is governed by the Overlook Commercial Software License and any license or notice files included with the software distribution.

6. Self-Service Billing; Stripe; Renewals; Changes.

6.1 Customer must pay all fees applicable to its Self-Service Subscription in accordance with the prices, billing cadence, payment method, and checkout terms presented at the time of purchase or renewal. Prices are exclusive of taxes unless otherwise stated.

6.2 Overlook uses third-party payment processors, including Stripe, for billing, invoicing, payment processing, payment-method storage, subscription administration, and related billing functions. Overlook does not store complete payment-card numbers. Customer’s use of Stripe or another payment processor may be subject to that processor’s terms and privacy practices.

6.3 By purchasing a Self-Service Subscription, Customer authorizes Overlook and its payment processor to charge the payment method associated with Customer’s Account for subscription fees, recurring charges, taxes, overages, seat changes, plan changes, and other amounts due. Customer must keep payment information current and must promptly resolve failed payments.

6.4 Unless cancelled or changed in accordance with the applicable plan terms, Self-Service Subscriptions renew automatically for the renewal period shown at checkout, in the Services, or in the billing portal. Customer may manage eligible billing settings, subscription changes, payment methods, invoices, seats, and cancellations through the Stripe billing portal or other billing interface designated by Overlook.

6.5 Plan upgrades, seat additions, seat removals, downgrades, and other subscription changes will be administered in accordance with the billing portal configuration and applicable plan terms. Certain changes may be charged on a prorated basis, may take effect immediately, or may be scheduled to take effect at the end of the then-current billing period so Customer receives the benefit of the usage already paid for. Customer may be required to reduce usage, remove Users, archive or delete AI Profiles, or otherwise bring usage within the limits of a lower plan before a downgrade takes effect.

6.6 Except as expressly stated in these Terms, a Direct Agreement, or applicable law, fees are non-cancellable and non-refundable. Customer is responsible for all taxes, levies, duties, and governmental assessments arising from its purchases, other than taxes based on Overlook’s net income. Overlook may suspend or terminate access for non-payment.

7. Direct Agreements; Enterprise and Government Transactions.

7.1 Customer may purchase Services under a Direct Agreement instead of or in addition to a Self-Service Subscription. Direct Agreements may include custom pricing, subscription periods, usage metrics, deployment models, support commitments, Professional Services, government-specific terms, security terms, data-processing terms, and other negotiated provisions.

7.2 If Customer purchases Services under a Direct Agreement, billing, payment, renewal, usage limits, support, deployment, professional-services scope, and other commercial terms are governed by the Direct Agreement rather than the self-service pricing or billing settings displayed in the Services, except to the extent the Direct Agreement expressly uses the self-service billing portal.

7.3 Government customers may be subject to the Overlook Government Supplemental Terms and any applicable FAR, DFARS, agency, prime-contract, subcontract, or public-sector requirements expressly accepted by Overlook in a signed writing. Overlook does not accept government-specific terms, purchase-order terms, flow-down clauses, or procurement conditions unless expressly agreed in writing by an authorized Overlook representative.

8. Professional Services.

8.1 Overlook may provide Professional Services only if stated in a Direct Agreement, Order Form, Services Schedule, Statement of Work, or other written authorization by Overlook. Unless Overlook expressly agrees otherwise, Professional Services are offered only in connection with an active subscription to the Services and are intended to support product adoption, initial operating setup, configuration, training, and use of the Services.

8.2 Professional Services may include guided completion or interpretation of the Business-led AI Management Assessment/Scorecard, facilitated use of the Business-led AI Management Canvas, assistance with identifying selected operating AIs, product configuration, loading Customer-provided information into Overlook, training, enablement, and recommended next steps for continued use of the Services. Professional Services do not include custom AI development, model training, model tuning, model deployment, legal advice, regulatory certification, audit services, security testing, custom engineering integrations, data cleansing, ETL, or managed services unless expressly stated in a signed Services Schedule or Statement of Work.

8.3 Professional Services are advisory, facilitative, and product-enablement services. Overlook does not guarantee any business outcome, AI readiness state, adoption level, AI performance improvement, model performance, compliance status, risk reduction, operational result, financial result, return on investment, or other outcome from Professional Services. Customer remains responsible for its AI systems, business decisions, governance decisions, compliance determinations, operational practices, data accuracy, and use of any outputs or recommendations.

8.4 Customer is responsible for timely cooperation, stakeholder availability, access to relevant personnel, accurate and complete information, review and validation of Customer Data and service outputs, and decisions required to complete Professional Services. Delays, missing inputs, lack of stakeholder availability, or changes in scope may excuse or extend Overlook’s performance and may require a written change order or amended Order Form.

8.5 Unless a Direct Agreement states otherwise, Customer-specific service outputs, completed Canvas entries, Customer assessment responses, Customer-specific assessment results, AI Profile content, Customer business information, and other Customer-specific records generated through Professional Services and entered into the Services are Customer Data. Overlook retains all ownership rights in Overlook Technology and Overlook Materials underlying or used to create such outputs.

8.6 Customer may use Overlook-provided Professional Services materials solely for Customer’s internal adoption and use of the Services during the applicable subscription term. Customer must not record workshops or training sessions, distribute training materials outside Customer’s organization, provide materials to third-party consultants, train third parties on Overlook methodologies, or use any Professional Services materials or insights to create a competing product, service, methodology, scorecard, assessment, canvas, or operating model, except with Overlook’s prior written consent.

9. Customer Data; Rights; Processing.

9.1 As between Customer and Overlook, Customer retains all right, title, and interest in Customer Data. Customer grants Overlook a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, perform, use, modify, and create technical derivatives of Customer Data solely as reasonably necessary to provide, secure, support, maintain, improve, and administer the Services; comply with law; prevent or address service, security, support, or technical issues; enforce these Terms; and exercise rights permitted under these Terms.

9.2 Customer represents and warrants that Customer has all rights, consents, notices, permissions, and lawful bases necessary to provide Customer Data to Overlook and to authorize Overlook to process Customer Data as contemplated by these Terms and any applicable Direct Agreement. Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data.

9.3 Customer is responsible for deciding what Customer Data to submit to the Services. Unless expressly authorized in a signed written agreement, Customer must not submit Sensitive Data to the Services or provide Sensitive Data to Overlook in workshops, support requests, Professional Services, uploads, integrations, prompts, files, or other communications.

9.4 Overlook may access Customer Data to provide the Services, perform support, conduct Professional Services, troubleshoot issues, maintain security, investigate suspected misuse, comply with law, or as Customer otherwise directs. Overlook will handle personal information in accordance with the Privacy Policy and, where applicable, the Data Processing Addendum.

9.5 Overlook may create, use, retain, and disclose Usage Data and De-Identified Data for any lawful business purpose, including improving the Services, developing product features, improving training materials, improving scoring or guidance methods, analytics, security, benchmarking, and reporting, provided that Overlook does not identify Customer or any individual from such data.

9.6 Upon termination or expiration of Customer’s Account, Customer’s access to Customer Data may cease. Customer is responsible for exporting Customer Data before termination or expiration where export functionality is made available. Overlook may delete Customer Data in accordance with its standard retention practices, unless retention is required by law, security, backup practices, dispute preservation, or a Direct Agreement.

10. Privacy; Data Protection; Security.

10.1 Overlook’s collection, use, and processing of personal information are described in the Overlook Privacy Policy. If Customer’s use of the Services involves the processing of personal data for which Overlook acts as a processor or service provider, the Overlook Data Processing Addendum applies to the extent required by applicable law or expressly incorporated into the applicable Direct Agreement.

10.2 Overlook will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data, as further described in the Overlook Security Addendum where applicable. No security measure is absolute, and Overlook does not guarantee that unauthorized access, cyberattacks, incidents, vulnerabilities, interruptions, or data loss will never occur.

10.3 The Services may be hosted or supported through third-party infrastructure and service providers, including Amazon Web Services and other subprocessors or vendors. Customer acknowledges that cloud infrastructure, identity providers, payment processors, third-party integrations, and customer-managed systems may be subject to their own terms, security controls, and operational conditions.

10.4 Customer remains responsible for user administration, device security, network security, endpoint security, identity-provider settings, access permissions, Customer-managed deployments, Customer Data inputs, third-party integrations selected by Customer, and all configurations within Customer’s control.

11. License to Use the Services.

11.1 Subject to Customer’s compliance with these Terms, Overlook grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the hosted portions of the Services solely for Customer’s internal business purposes and solely within Customer’s applicable plan limits and entitlements.

11.2 Customer may use Documentation and Overlook-provided user materials solely as reasonably necessary to use the Services in accordance with these Terms. No rights are granted except as expressly stated in these Terms or a Direct Agreement.

11.3 If Overlook provides downloadable software, packaged software, connectors, agents, command-line tools, containers, or similar software, Customer’s rights are governed by the Overlook Commercial Software License or the applicable Direct Agreement. These Terms do not grant Customer any right to install, copy, distribute, reverse engineer, modify, or use packaged software except as expressly authorized by Overlook.

12. Restrictions.

12.1 Customer must not, and must not permit any third party to, access or use the Services except as expressly authorized. Customer must not: copy, modify, adapt, translate, create derivative works of, resell, lease, rent, sublicense, distribute, outsource, timeshare, provide service-bureau access to, or otherwise make the Services available to third parties; reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, data structures, scoring logic, models, underlying ideas, or trade secrets; circumvent usage limits, license controls, security controls, metering, or access restrictions; interfere with the integrity, performance, or availability of the Services; or use the Services for unlawful, infringing, fraudulent, harmful, or abusive purposes.

12.2 Customer must not access or use the Services to build, train, improve, or assist in developing a competing product, service, assessment, scorecard, canvas, methodology, framework, operating model, or consulting offering. Customer must not use outputs, insights, product behaviors, training materials, Professional Services observations, assessment results, Canvas facilitation, or other information obtained from Overlook to reverse engineer, infer, replicate, derive, reconstruct, or approximate the Business-led AI Management Assessment/Scorecard, Business-led AI Management Canvas, scoring logic, weighting methodology, readiness methodology, training materials, workflow design, or non-public concepts of Overlook.

12.3 Customer must not remove, obscure, or alter proprietary notices; conduct public benchmarking or performance testing without Overlook’s prior written consent; use the Services to violate third-party rights; use the Services in a manner that could harm Overlook, other customers, or third parties; or allow access by persons or entities subject to sanctions or export restrictions.

12.4 Customer’s use of the Services must comply with the Overlook Acceptable Use Policy. Overlook may suspend or restrict access for actual or suspected violations of these Terms, the Acceptable Use Policy, applicable law, or any use that presents a security, legal, operational, reputational, or service-integrity risk.

13. Overlook Intellectual Property; Customer Outputs.

13.1 Overlook and its licensors retain all right, title, and interest in and to Overlook Technology, Overlook Materials, the Services, software, Documentation, product designs, interfaces, workflows, scoring systems, methods, models, templates, know-how, and all related intellectual property. Customer receives no ownership interest in any Overlook Technology or Overlook Materials.

13.2 Without limiting the foregoing, Overlook exclusively owns the Business-led AI Management Assessment/Scorecard, including its structure, questions, prompts, scoring logic, weighting logic, readiness methodology, interpretation methods, result categories, guidance methods, and related non-public concepts. Customer owns Customer’s responses to the Assessment/Scorecard and Customer-specific assessment results to the extent they consist of Customer Data, but Customer does not own the Assessment/Scorecard itself or any Overlook methodology used to generate or interpret results.

13.3 Overlook exclusively owns the Business-led AI Management Canvas design, including its structure, layout, prompts, instructions, facilitation methods, intended use, underlying concepts, internal design logic, and related training materials. Customer owns Customer-specific content entered into a Canvas or loaded into the Services, including completed Canvas entries, AI descriptions, operating-area information, priorities, ownership information, and Customer-specific notes, subject to Overlook’s ownership of the Canvas and underlying Overlook Technology.

13.4 Customer may use Customer-specific outputs generated through the Services or Professional Services for Customer’s internal business purposes in connection with Customer’s use of the Services. Customer must not use such outputs to replicate Overlook’s methods, train third-party consultants, commercialize competing offerings, disclose non-public Overlook concepts, or circumvent the restrictions in these Terms.

13.5 If Customer provides feedback, suggestions, recommendations, ideas, enhancement requests, or other input regarding the Services, Overlook may use such feedback without restriction or obligation, and Customer assigns to Overlook all rights in such feedback to the extent necessary for Overlook to use it freely.

14. AI-Related Outputs; Guidance; No Professional Advice.

14.1 The Services may generate or present readiness levels, assessments, recommendations, insights, summaries, explanations, next steps, guidance, analytics, or other outputs. Such outputs are provided for informational, operational, and product-management purposes only and may be incomplete, inaccurate, outdated, or inappropriate for a particular use case.

14.2 Customer is solely responsible for reviewing outputs, validating information, confirming assumptions, making decisions, implementing actions, and determining whether outputs are appropriate for Customer’s intended use. Overlook does not control Customer’s AI systems, make Customer’s business decisions, certify Customer’s compliance, or assume responsibility for Customer’s AI operations.

14.3 The Services and Professional Services do not constitute legal, regulatory, compliance, accounting, tax, financial, employment, medical, security-certification, audit, risk-certification, or other professional advice. Customer must obtain advice from qualified professionals where appropriate.

14.4 Overlook does not guarantee that use of the Services will result in AI readiness, business impact, risk reduction, regulatory compliance, improved AI performance, model accuracy, adoption, revenue, savings, return on investment, or any other outcome.

15. Third-Party Services; Integrations.

15.1 The Services may interoperate with third-party applications, services, data sources, identity providers, cloud providers, payment processors, analytics tools, or integrations selected by Customer or made available by Overlook. Third-party services are not part of the Services and are governed by the terms, privacy policies, and security practices of their providers.

15.2 Customer authorizes Overlook to access, exchange, transmit, and process Customer Data with third-party services as configured or requested by Customer or its Administrators. Overlook is not responsible for third-party services, third-party content, changes to third-party services, or loss, disclosure, or modification of Customer Data caused by third-party services or Customer’s configurations.

16. Support; Availability; Changes to Services.

16.1 Overlook may provide support through email, documentation, ticketing systems, in-product resources, or other channels designated by Overlook. Support availability, service-level commitments, and service credits, if any, are governed by the Overlook Service Level Agreement or a Direct Agreement. Unless expressly stated otherwise, free, trial, beta, evaluation, preview, and promotional offerings are not subject to service-level commitments.

16.2 Overlook may modify the Services from time to time, including adding, changing, or removing features, functionality, user interfaces, workflows, APIs, integrations, usage limits, and documentation. Overlook will not materially reduce the core functionality of a paid subscription during its then-current term without a reasonable business, security, legal, or operational basis.

16.3 Overlook may perform maintenance, updates, upgrades, security patches, emergency changes, or other work affecting the Services. Overlook will use commercially reasonable efforts to provide notice of planned maintenance expected to materially affect availability, except where emergency, security, legal, or operational circumstances require more immediate action.

17. Confidentiality.

17.1 “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. Overlook Technology, Overlook Materials, non-public product information, Professional Services materials, pricing, security information, business plans, roadmap information, and non-public methodologies are Overlook’s Confidential Information.

17.2 The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under these Terms and will protect it using at least reasonable care. The receiving party may disclose Confidential Information to employees, contractors, advisors, service providers, and representatives who need to know it for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those in these Terms.

17.3 Confidential Information does not include information that is publicly available without breach of these Terms, known to the receiving party without confidentiality obligation before disclosure, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without confidentiality obligation.

17.4 The receiving party may disclose Confidential Information where required by law, subpoena, court order, or governmental authority, provided that the receiving party gives the disclosing party reasonable notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

18. Customer Representations and Warranties.

18.1 Customer represents and warrants that: Customer has authority to enter into these Terms; Customer and its Users will comply with these Terms and applicable law; Customer has and will maintain all rights necessary to provide Customer Data to Overlook; Customer Data and Customer’s use of the Services will not infringe, misappropriate, or violate third-party rights; Customer will not submit Sensitive Data except as expressly authorized in a signed written agreement; and Customer will not use the Services in violation of export controls, sanctions, procurement rules, privacy laws, or other applicable legal requirements.

18.2 Customer is responsible for all actions taken based on outputs, recommendations, insights, training, Professional Services, or information made available through the Services. Customer must independently evaluate and validate such information before relying on it.

19. Overlook Warranties; Disclaimer.

19.1 For paid Services, Overlook will use commercially reasonable efforts to provide the Services materially in accordance with applicable Documentation under normal authorized use. Customer’s exclusive remedy for breach of this limited warranty is for Overlook to use commercially reasonable efforts to correct the nonconformity or, if Overlook cannot reasonably do so, to terminate the affected paid subscription and provide a prorated refund of prepaid, unused fees for the affected Services.

19.2 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A DIRECT AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, OUTPUTS, OVERLOOK MATERIALS, FREE OFFERINGS, TRIALS, BETA FEATURES, EVALUATION FEATURES, PREVIEW FEATURES, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND COURSE OF DEALING OR USAGE OF TRADE.

19.3 OVERLOOK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL COMPONENTS, COMPATIBLE WITH CUSTOMER’S SYSTEMS, OR THAT ANY OUTPUTS, RECOMMENDATIONS, ASSESSMENTS, SCORES, INSIGHTS, OR RESULTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER’S PURPOSES.

20. Indemnification.

20.1 Customer will defend, indemnify, and hold harmless Overlook, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers from and against any third-party claim, demand, action, proceeding, loss, liability, damage, penalty, fine, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to Customer Data; Customer’s or Users’ use of the Services; Customer’s breach of these Terms; Customer’s violation of law; Customer’s submission of Sensitive Data; Customer’s infringement or misappropriation of third-party rights; Customer’s third-party integrations; or Customer’s AI systems, decisions, operations, products, or services.

20.2 Overlook will promptly notify Customer of a claim for which Overlook seeks indemnification, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense and settlement of the claim, provided that Customer may not settle any claim in a manner that imposes liability or obligations on Overlook or admits fault by Overlook without Overlook’s prior written consent.

20.3 Any Overlook indemnity obligations, if applicable, are provided only in a Direct Agreement. No intellectual-property indemnity is provided for free, trial, beta, evaluation, or self-service use unless expressly stated in a Direct Agreement.

21. Limitation of Liability.

21.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOST GOODWILL; LOST BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA; PROCUREMENT OF SUBSTITUTE SERVICES; OR COST OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERLOOK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, PROFESSIONAL SERVICES, OUTPUTS, CUSTOMER DATA, OR ANY RELATED TRANSACTION WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO OVERLOOK FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

21.3 FOR FREE, TRIAL, BETA, EVALUATION, PREVIEW, OR PROMOTIONAL SERVICES, CUSTOMER’S SOLE REMEDY IS TO STOP USING THE SERVICES, AND OVERLOOK WILL HAVE NO MONETARY LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21.4 The limitations in this Section apply to all theories of liability, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, and apply even if any limited remedy fails of its essential purpose. Nothing in these Terms limits liability to the extent liability cannot be limited under applicable law.

22. Suspension; Termination.

22.1 Overlook may suspend, limit, or terminate Customer’s or any User’s access to the Services immediately if Overlook reasonably determines that: Customer or a User has violated these Terms; Customer has failed to pay amounts when due; use of the Services presents a security, legal, operational, reputational, or service-integrity risk; Customer has submitted prohibited Sensitive Data; continued access may harm Overlook, Customer, other customers, or third parties; Customer is subject to sanctions or export restrictions; or suspension is required by law or a third-party service provider.

22.2 Customer may stop using the Services at any time. Stopping use does not cancel a paid subscription unless Customer cancels through the applicable billing portal or in accordance with the applicable Direct Agreement. Customer remains responsible for fees incurred before cancellation or termination.

22.3 Upon termination or expiration, Customer’s right to access and use the affected Services will cease. Customer must stop using the Services and, if applicable, delete or return Overlook software, materials, and Confidential Information as required by Overlook or a Direct Agreement. Termination does not relieve Customer of payment obligations accrued before termination.

22.4 Sections that by their nature should survive termination will survive, including provisions concerning fees, Customer Data processing to complete wind-down or comply with law, restrictions, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, dispute resolution, export controls, notices, and general terms.

23. Export Controls; Sanctions; Anti-Corruption.

23.1 Customer must comply with all applicable export control, sanctions, anti-boycott, anti-corruption, and trade laws, including the laws of the United States and any other applicable jurisdiction. Customer must not access, use, export, re-export, transfer, or make the Services available in violation of such laws.

23.2 Customer represents that Customer and its Users are not located in, organized under the laws of, ordinarily resident in, or acting on behalf of any embargoed jurisdiction or any person or entity on any applicable restricted-party list. Customer must not use the Services for prohibited end uses, including unauthorized military, nuclear, chemical, biological, missile, surveillance, or other restricted activities.

23.3 Customer must not offer, promise, authorize, give, request, or accept any bribe, kickback, improper payment, or anything of value in connection with the Services in violation of anti-corruption laws.

24. Dispute Resolution; Arbitration; Class Action Waiver.

24.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Except for Excluded Claims, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between Customer and Overlook will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Delaware, unless the parties agree to remote proceedings or another location. The language of the arbitration will be English.

24.3 “Excluded Claims” means claims relating to infringement, misappropriation, or misuse of intellectual property; confidentiality breaches; unauthorized access to or use of the Services; requests for injunctive or equitable relief; and collection of unpaid fees. Either party may bring Excluded Claims in a state or federal court located in Delaware, and each party consents to the exclusive jurisdiction and venue of those courts for Excluded Claims.

24.4 Customer and Overlook will resolve disputes only on an individual basis. Neither party may bring or participate in any class, collective, consolidated, representative, private attorney general, or similar proceeding, whether in arbitration or court. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

24.5 Before initiating arbitration, the party seeking relief must provide written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for thirty (30) days after notice. This informal-resolution requirement does not apply to Excluded Claims or where immediate relief is reasonably necessary.

25. Changes to Terms and Services.

25.1 Overlook may update these Terms from time to time. If Overlook makes material changes, Overlook will provide notice by posting the updated Terms, updating the effective date, providing in-product notice, sending email notice, or using other reasonable means. Changes become effective when posted or on the date stated in the notice, except that material adverse changes to paid subscriptions will not apply until renewal unless immediate application is required by law, security, abuse prevention, or service-integrity needs.

25.2 Customer’s continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms. If Customer does not agree to updated Terms, Customer must stop using the Services and cancel any Self-Service Subscription in accordance with the applicable cancellation process.

26. Notices; Electronic Communications.

26.1 Overlook may provide notices through the Services, by email to the address associated with Customer’s Account, through the billing portal, or by posting to Overlook’s website. Notices are deemed given when sent, posted, or made available.

26.2 Legal notices to Overlook must be sent to legal@overlookai.com and by mail to Overlook AI, Inc., 8 The Green STE B, Dover, DE 19901, USA, unless Overlook designates another address. Billing inquiries may be sent to billing@overlookai.com. Support inquiries may be sent to support@overlookai.com. Privacy inquiries may be sent to privacy@overlookai.com.

26.3 Customer consents to receive electronic communications from Overlook and agrees that electronic communications satisfy any legal requirement that communications be in writing, to the extent permitted by law.

27. General Terms.

27.1 Customer may not assign or transfer these Terms, any Account, or any rights or obligations under these Terms without Overlook’s prior written consent. Overlook may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law.

27.2 Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, cloud-provider failures, power failures, cyberattacks, or other force majeure events, except that Customer’s payment obligations are not excused.

27.3 These Terms do not create a partnership, joint venture, agency, fiduciary, employment, franchise, or other special relationship between Customer and Overlook. The parties are independent contractors.

27.4 If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. A waiver of any breach or default is not a waiver of any other breach or default. Headings are for convenience only and do not affect interpretation.

27.5 Purchase orders, vendor portals, acknowledgments, procurement terms, or other Customer documents do not modify these Terms and are void unless expressly signed by an authorized Overlook representative. Any terms on a purchase order are rejected, even if Overlook accepts the purchase order or processes payment.

27.6 These Terms, together with any incorporated policies and any applicable Direct Agreement, constitute the entire agreement between Customer and Overlook regarding the subject matter they cover and supersede prior or contemporaneous communications, proposals, and understandings regarding that subject matter.

28. Contact Information.

28.1 Overlook AI, Inc. may be contacted at 8 The Green STE B, Dover, DE 19901, USA. Legal notices may be directed to legal@overlookai.com. Privacy inquiries may be directed to privacy@overlookai.com. Support inquiries may be directed to support@overlookai.com. Billing inquiries may be directed to billing@overlookai.com.