Terms of Service

These Terms of Service (the “Terms”) are between Perygee, Inc., doing business as OverAI (“OverAI,” “we,” or “us”), and the person or entity using the Services (“Customer” or “you”). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you can bind it.

1. Services and accounts

Subject to these Terms, OverAI grants Customer a nonexclusive, nontransferable right to access and use the OverAI software, hosted services, and related documentation (the “Services”) for Customer’s internal business purposes. Customer is responsible for its users, account credentials, equipment, and activity under its account.

OverAI may update the Services. We will not materially reduce paid functionality during a committed subscription term without providing a reasonable alternative.

2. Plans, usage, and payments

Starter

A new organization starts on Starter. OverAI may apply reasonable limits to storage, executions, automations, seats, and other resources. Compute and storage are free during the current promotional period. OverAI will provide notice before applying usage charges to them.

Promotional and purchased usage

New organizations receive $25 of promotional usage. An organization administrator may verify and save a card or US bank account through our payment processor to receive another $175. A payment method may unlock this additional credit for only one organization. Promotional usage remains until consumed and has no cash value. Purchased usage requires a minimum $25 purchase, does not expire, is nontransferable, nonrefundable except where required by law, and may be used only for OverAI Services. We consume credits with the earliest expiration first. All AI model calls, including Architect, consume usage at the provider’s then-current public token price, including applicable cached-token rates. Fractions of a cent accumulate until a whole cent can be deducted. Billable Services may stop when no usable balance remains.

If Customer enables automatic top-up, Customer authorizes OverAI and its payment processor to charge the saved payment method when the usage balance falls below $10, adding enough usage to restore the balance to $50, subject to Customer’s monthly limit. Customer may disable automatic top-up at any time. Payment failures may disable it automatically.

Team

Team costs $2,000 per month and includes $1,000 of usage each month. The monthly allowance expires at the end of its billing period and does not roll over. Purchased usage remains available. A paid Team subscription renews monthly until canceled and cancellation takes effect at the end of the paid billing period. OverAI may provide Team on a complimentary basis without creating a subscription or automatic charge.

Fees are in U.S. dollars and exclude taxes. Customer authorizes recurring card or ACH charges and is responsible for applicable taxes other than taxes on OverAI’s net income. OverAI may change prices for a future renewal term after providing notice.

3. Use restrictions

Customer will not directly or indirectly:

• reverse engineer or attempt to discover nonpublic source code;
• modify or create derivative works from the Services except as expressly allowed by the Services;
• resell, timeshare, or provide the Services for a third party’s benefit without OverAI’s written permission;
• remove proprietary notices;
• interfere with the Services, evade limits, create accounts fraudulently, or use the Services unlawfully; or
• export or use the Services in violation of applicable sanctions or export laws.

4. Customer data and intellectual property

Customer owns Customer Data and outputs created from it. OverAI owns the Services, software, and related intellectual property. Customer grants OverAI the limited rights needed to host, process, transmit, and otherwise use Customer Data to provide and secure the Services.

OverAI may use aggregated and anonymized usage information to operate, secure, diagnose, and improve its services. OverAI will not use Customer Data or Personal Data to train or fine-tune OverAI’s or a third party’s machine-learning model and will contractually prohibit its AI subprocessors from doing so.

5. Mutual confidentiality

“Confidential Information” means nonpublic business, technical, financial, product, security, and customer information disclosed by either party. The receiving party will use reasonable care to protect it and will use or disclose it only to perform or exercise rights under these Terms. This does not cover information the receiving party can document was already known, independently developed, rightfully received without restriction, or made public without breach. A legally compelled disclosure is permitted after reasonable notice when lawful. These obligations last five years after disclosure, except trade secrets remain protected while they qualify as trade secrets.

6. Privacy and security

Our Privacy Policy explains how OverAI handles personal information. When OverAI processes Personal Data for Customer, theData Processing Addendum is incorporated into these Terms and controls in the event of a conflict about that processing. Customer is responsible for providing notices and obtaining permissions required for Customer Data.

OverAI maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No online service is completely secure, and Customer is responsible for maintaining appropriate backups.

7. Suspension and termination

OverAI may suspend access when reasonably necessary to prevent harm, address unlawful or prohibited use, protect the Services, or respond to nonpayment. When practical, OverAI will give notice and an opportunity to cure before suspension and will restore access after the issue is resolved.

Either party may terminate for a material breach not cured within 30 days after written notice. OverAI may terminate immediately for nonpayment, fraud, or unlawful use. Starter accounts may be closed at any time. Termination does not cancel accrued payment obligations. After termination, OverAI will make Customer Data available for electronic retrieval for 60 days before it may be deleted, unless law or security needs require otherwise.

8. Warranties and disclaimer

OverAI will provide paid Services using reasonable efforts consistent with prevailing industry standards. Except as expressly stated, the Services are provided “as is.” To the maximum extent permitted by law, OverAI disclaims implied warranties of merchantability, fitness for a particular purpose, noninfringement, and uninterrupted or error-free operation.

9. Indemnification

Customer will defend and indemnify OverAI against third-party claims arising from Customer’s unlawful use of the Services or use prohibited by these Terms. OverAI will defend and indemnify Customer against third-party claims that the unmodified Services infringe a United States patent, copyright, or trade secret, or arise from OverAI’s gross negligence or willful misconduct. The indemnified party must promptly notify the indemnifying party and allow it to control the defense, and no settlement may impose liability or obligations on the indemnified party without consent.

10. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages; loss of business; or matters beyond its reasonable control. Each party’s aggregate liability arising from these Terms will not exceed fees Customer paid to OverAI during the 12 months before the claim arose.

The cap does not limit Customer’s payment obligations, either party’s infringement or misappropriation of the other party’s intellectual property or trade secrets, or liability that cannot legally be limited.

11. General

These Terms, the Privacy Policy, the DPA, and any accepted order form are the entire agreement about the Services. An order form controls only where it expressly modifies these Terms. Neither party may assign these Terms without consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets. The parties are independent contractors. If a provision is unenforceable, it will be limited to the minimum necessary and the remainder will continue.

Delaware law governs without regard to conflict-of-law rules. The state and federal courts located in Kent County, Delaware have exclusive jurisdiction. Notices may be sent to hello@overai.com.