Terms of Service

Last updated September 8, 2026

These Terms of Service (the "Terms") are between OverAI, Inc. ("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 Eligibility, 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. Each user must be at least 18 years old.

Customer is responsible for the applications, workflows, functions, prompts, content, and integrations it builds or configures in the Services, and for their end users. OverAI is responsible for the platform.

Self-service Starter registration and its associated promotional usage are available only to organizations with a principal place of business in the United States. A Customer registering through self-service represents that it meets this requirement. Organizations outside the United States may use the Services under an order form or other written approval from OverAI.

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 self-service organization starts on Starter. OverAI may apply reasonable limits to storage, executions, automations, seats, and other resources. Applicable pricing and included usage are displayed in the Services or an order form. OverAI will provide notice before introducing a charge for a previously free category of use.

Promotional and purchased usage

New self-service organizations receive promotional usage in the amount displayed in the Services at signup. An organization administrator may verify and save a card or US bank account through our payment processor to receive additional promotional usage in the amount then displayed. Verification does not charge the payment method or authorize future charges. A payment method may unlock this additional credit for only one organization. Promotional usage remains until consumed and has no cash value. OverAI may revoke promotional usage obtained through fraud, duplicate accounts, or abuse, and unused promotional usage ends when the account is terminated.

Purchased usage is subject to the minimum purchase amount displayed in the Services, does not expire, and is nontransferable and nonrefundable except where required by law. Usage may be used only for OverAI Services. We consume included usage first, then promotional usage, then purchased usage, and within each 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 the threshold Customer selects, adding enough usage to reach Customer's selected target balance, subject to Customer's monthly limit. The Services will display these values before Customer enables automatic top-up. Customer may change or disable automatic top-up at any time. Payment failures may disable it automatically.

Team

Team pricing, billing period, and included usage are displayed in the Services or an order form. Included usage expires at the end of its billing period and does not roll over unless the order form states otherwise. Purchased usage remains available. A paid Team subscription renews for the billing period shown at enrollment until canceled, with cancellation effective at the end of the paid period. OverAI may provide Team on a complimentary basis without creating a subscription or automatic charge.

Enterprise and order forms

Where Customer purchases under an order form, the subscription term, renewal, fees, and payment terms are as set forth in that order form and control over this Section.

Team includes Basic support and Enterprise includes Full support under Annex B. Only Enterprise includes the availability commitment in Annex B. Starter and pay-as-you-go use, including purchases of usage and automatic top-ups, do not qualify for the availability or support commitments in Annex B.

Fees are in U.S. dollars and exclude taxes. For a paid recurring service, Customer authorizes the card or ACH charges displayed when Customer enrolls 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;
submit protected health information without a business associate agreement signed by OverAI, payment-card account data outside OverAI's payment processor, or data controlled under ITAR or similar export laws;
use AI features in violation of the usage policies of the model providers OverAI makes available, as identified in the Subprocessor List; or
export or use the Services in violation of applicable sanctions or export laws.

4 Customer data and intellectual property

"Customer Data" means data, content, code, and configurations submitted to or created in the Services by or on behalf of Customer. Customer owns Customer Data, as well as any data based on or derived from Customer Data and provided to Customer as part of the Services, excluding OverAI's pre-existing software, tools, and underlying platform technology.

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.

Customer permits OverAI to identify Customer as a customer and to display Customer's name and logo for that purpose, subject to Customer's trademark usage guidelines.

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

OverAI's Privacy Notice describes how OverAI handles personal information collected about visitors and account holders. It is provided for information and is not part of these Terms.

Where OverAI processes Personal Data on Customer's behalf, Annex A (Data Processing Addendum) applies and controls over the rest of these Terms 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

Suspension

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.

Termination

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.

OverAI may suspend or terminate a Starter or pay-as-you-go account at any time, with or without cause, on notice, and will refund its unused purchased usage balance. This refund does not apply to promotional usage or to suspension or termination for Customer's breach, fraud, unlawful use, or nonpayment. Termination does not cancel accrued payment obligations.

Customer Data after termination

After termination, OverAI will make Customer Data available for electronic retrieval for 60 days, except where OverAI terminates for Customer's fraud or unlawful use or where law prohibits, and will delete all Customer Data within 30 days after that period.

An earlier return or deletion of Personal Data requested under Annex A takes priority; data deleted at Customer's direction is no longer available for retrieval.

Backup copies are deleted in the ordinary course of OverAI's backup cycle and remain subject to Section 5 until deleted. OverAI may retain data where law requires.

8 Warranties and disclaimer

OverAI will provide paid Services using reasonable efforts consistent with prevailing industry standards. AI-generated output may be incomplete, inaccurate, or unsuitable for Customer's intended use. Customer is responsible for reviewing output before relying on it. OverAI's warranties and service commitments cover the platform, not applications, workflows, functions, prompts, content, or integrations built or configured by or for Customer, or their outputs.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERAI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING 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 Data; the applications, workflows, functions, prompts, content, and integrations Customer builds or configures in the Services; claims by Customer's end users; or 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 failure to do so relieves the indemnifying party only to the extent it is actually prejudiced. The indemnifying party controls the defense, and the indemnified party may participate with its own counsel at its own expense. No settlement may impose liability or obligations on the indemnified party without consent, not to be unreasonably withheld.

OverAI's infringement indemnity does not apply to claims to the extent arising from Customer Data, Customer's modifications, use of the Services in combination with anything not supplied by OverAI where the claim relates to the combination, or continued use after OverAI provides a non-infringing alternative.

If the Services are held or believed by OverAI to infringe, OverAI may at its option and expense modify or replace them to be non-infringing with substantially similar functionality, obtain a license for Customer to continue using them, or, if neither is commercially practicable, terminate the affected Services and refund prepaid, unused fees. This paragraph and OverAI's infringement indemnity state Customer's exclusive remedies for infringement.

These infringement-specific exclusions do not limit the separate indemnity for gross negligence or willful misconduct, which remains subject to Section 10.

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 the greater of $100 or the fees Customer paid to OverAI during the 12 months before the claim arose.

Amounts payable under Section 9, including defense costs and settlements, count against the paying party's aggregate cap. Claims involving confidentiality, security, Customer Data, or Annex A remain subject to that cap, including where they also involve Customer's intellectual property or trade secrets. Related claims and multiple incidents do not create separate caps.

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 Changes to these Terms

OverAI may update these Terms for new customers and for renewal terms. The Terms Customer accepted continue to govern Customer's use until Customer accepts an updated version. OverAI will provide reasonable advance notice of updated Terms and will request acceptance through the Services or by email.

An order form or addendum signed by both parties may modify these Terms for that Customer, and controls over this Section.

OverAI may make changes required by applicable law or necessary to address a material security risk on notice, effective as stated in the notice. Website updates do not change signed order forms or amendments without both parties' agreement.

12 General

Entire agreement and precedence

These Terms, including Annex A and Annex B, together with any accepted order form or addendum signed by both parties, are the entire agreement about the Services.

If these documents conflict, the following order controls: an order form or addendum signed by both parties, then Annex A as to Personal Data, then Annex B as to service levels and support, then the body of these Terms. An order form or addendum modifies these Terms only where it expressly says so, and each order form identifies the governing version of these Terms. A business associate agreement signed by both parties controls conflicts about protected health information.

Assignment

Neither party may assign these Terms without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign in its entirety to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets or business.

If OverAI assigns these Terms to an entity that competes with Customer's principal business, Customer may terminate its subscription on thirty (30) days' written notice and receive a refund of prepaid, unused fees.

Relationship, severability, and notices

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 Delaware have exclusive jurisdiction.

Notices may be sent to hello@overai.com.

Annex A — Data Processing Addendum

This Annex applies where OverAI processes Personal Data on behalf of Customer. Capitalized terms not defined here have the meanings given in the Terms.

A.1 Definitions

"Personal Data" means any information relating to an identified or identifiable natural person that Customer submits to or through the Services, as further described in Section A.3.
"Processing" means any operation or set of operations performed on Personal Data, including collection, recording, storage, use, disclosure, or deletion.
"Data Subject" means the individual to whom Personal Data relates.
"Privacy Laws" means all applicable laws and regulations governing the processing of Personal Data, including CCPA, HIPAA (to the extent applicable), and any other applicable state or federal privacy laws.
"Security Incident" means any unauthorized or unlawful access to, disclosure, alteration, loss, or destruction of Personal Data.

A.2 Roles and Responsibilities

The parties acknowledge that Customer is the Controller and OverAI is the Processor with respect to Personal Data processed under the Terms. Where Customer processes Personal Data for another Controller, Customer is a Processor and OverAI is a Subprocessor.

Where the California Consumer Privacy Act or a similar US state law applies, Customer is a Business or Controller and OverAI is a Service Provider, Contractor, or Processor.

OverAI shall process Personal Data only on behalf of and in accordance with Customer's documented instructions, including as set forth in the Terms and this Annex.

OverAI acts as an independent Controller for account administration, billing, security, fraud prevention, support, and the product and website analytics described in the Privacy Notice. This Annex does not govern that Processing.

A.3 Details of Processing

Subject matter: providing the OverAI Services.
Nature and purpose: hosting, transmitting, securing, supporting, and operating the Services on Customer's behalf.
Categories of Personal Data: names, email addresses, account identifiers, usage records, and other Personal Data Customer submits.
Data Subjects: Customer's personnel, contractors, customers, and end users.
Duration: the term of the Terms, and thereafter as set forth in Section A.12.

A.4 OverAI Obligations

OverAI shall:

Process Personal Data only on documented instructions from Customer, including as authorized under the Terms, unless required to do so by applicable law.
Ensure that persons authorized to process Personal Data are subject to appropriate confidentiality obligations.
Implement and maintain technical and organizational measures appropriate to the risk, as further described in Section A.6.
Engage sub-processors only as set forth in Section A.7.
Assist Customer in responding to Data Subject requests and in meeting Customer's obligations under applicable Privacy Laws, taking into account the nature of the processing.
Make available to Customer information reasonably necessary to demonstrate compliance with this Annex. OverAI's then-current SOC 2 Type II report and written responses to reasonable security questionnaires satisfy this obligation. Where Privacy Laws require more, Customer may conduct one audit in any 12-month period, on at least 30 days' written notice, during business hours, at Customer's expense, subject to confidentiality, and without unreasonable disruption to OverAI's operations.
Upon termination of the Terms, at Customer's election, delete or return all Personal Data in accordance with Section A.12.
Promptly notify Customer if, in OverAI's opinion, an instruction from Customer infringes applicable Privacy Laws.
Not sell or share Personal Data, retain, use, or disclose it outside the business purposes described in this Annex and the Terms or outside the direct business relationship with Customer, or combine it with personal data from another source except as permitted by Privacy Laws. OverAI will provide the level of privacy protection required of Customer by applicable Privacy Laws and will notify Customer if it determines it can no longer meet these obligations.

A.5 Customer Obligations

Customer shall:

Ensure that its instructions to OverAI comply with applicable Privacy Laws.
Provide all required notices and obtain all necessary consents from Data Subjects to permit OverAI to process Personal Data in accordance with this Annex.
Be responsible for the accuracy, quality, and legality of Personal Data submitted to the Services.

A.6 Security

OverAI shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized access, disclosure, alteration, or destruction, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk to Data Subjects. Such measures include at a minimum:

Encryption of Personal Data in transit and at rest.
Access controls limiting Personal Data access to authorized personnel on a need-to-know basis.
Regular security assessments and testing.
Incident detection, response, and recovery procedures.
Maintenance of an annual SOC 2 Type II audit. On request, OverAI will provide the current report to Customers on a paid plan, subject to Section 5 of the Terms.

A.7 Sub-Processors

Customer provides general written authorization for OverAI to engage sub-processors to assist in providing the Services, subject to the following conditions. OverAI shall: (a) enter into a written agreement with each sub-processor imposing data protection obligations no less protective than those in this Annex; (b) maintain an up-to-date Subprocessor List, which is incorporated into this Annex; and (c) remain liable to Customer for the acts and omissions of its sub-processors to the same extent as if OverAI had performed the processing directly.

OverAI shall email Customer's organization administrators at least 30 days before authorizing a new sub-processor that processes Personal Data for all Customers, unless an emergency or security need requires shorter notice, and Customer may reasonably object to such changes within that notice period.

OverAI may add a sub-processor at any time where it processes Personal Data only after Customer's organization opts in, for example by selecting a model, feature, or integration served by that provider. Customer's selection is its instruction to use that sub-processor. Third-party integrations and destinations Customer connects or directs OverAI to use are Customer's instructions, not OverAI sub-processors.

A.8 Security Incidents

OverAI shall notify Customer without undue delay, and in any event within 48 hours, after becoming aware of a Security Incident affecting Personal Data. Such notice shall include, to the extent known at the time: (a) a description of the nature of the Security Incident; (b) the categories and approximate number of Data Subjects and Personal Data records affected; (c) the likely consequences of the Security Incident; and (d) measures taken or proposed to address the Security Incident. OverAI shall cooperate with Customer and take such steps as Customer reasonably requests to investigate, contain, and remediate the Security Incident.

A.9 Data Subject Rights

OverAI shall promptly notify Customer if it receives a request from a Data Subject to exercise any right under applicable Privacy Laws (including rights of access, correction, deletion, or portability). OverAI shall not respond to such requests directly except as instructed by Customer or as required by law, and shall provide Customer with reasonable assistance to respond to such requests within applicable legal timeframes.

A.10 HIPAA

OverAI will process Protected Health Information ("PHI") as defined under HIPAA only if the parties have executed a mutually agreed business associate agreement ("BAA"), in which case OverAI will comply with all applicable HIPAA requirements as a Business Associate. In the event of any conflict between this Annex and any such BAA with respect to PHI, the BAA will control.

A.11 Data Transfers

OverAI primarily hosts and processes Personal Data in the United States and shall not transfer Personal Data outside of the United States without Customer's prior written consent, except as required by applicable law.

If any such transfer is required, OverAI shall ensure appropriate safeguards are in place in accordance with applicable Privacy Laws, including the Standard Contractual Clauses or another transfer mechanism where Privacy Laws require one. Transfers through an integration, automation, or destination Customer configures are made on Customer's instructions.

A.12 Term and Termination

This Annex shall remain in effect for the duration of the Terms and for as long as OverAI retains Personal Data.

Upon expiration or termination of the Terms, OverAI shall, at Customer's written direction, delete or return all Personal Data within sixty (60) days.

OverAI shall delete all remaining Personal Data within thirty (30) days thereafter and shall certify such deletion in writing upon Customer's request, excluding backup copies which are deleted in the ordinary course of OverAI's backup cycle and remain subject to the confidentiality obligations of the Terms, and except as applicable law requires retention.

In the absence of Customer's written direction, the retrieval and deletion periods in Section 7 of the Terms apply.

A.13 Limitation of Liability

Each party's liability under this Annex shall be subject to the limitations of liability set forth in the Terms, except to the extent that applicable Privacy Laws require otherwise.

A.14 Order of Precedence

In the event of any conflict between this Annex and the Terms with respect to the processing of Personal Data, this Annex shall control. In the event of any conflict between this Annex and any business associate agreement executed by the parties with respect to PHI, that agreement will control.

Questions, objections, and audit requests may be sent to hello@overai.com.

Annex B — Service Level and Support

These Service Level and Support Terms are incorporated into the OverAI Terms of Service (the "Terms"). Capitalized terms not defined here have the meanings given in the Terms.

B.1 Scope

These Service Level and Support Terms govern Availability of the OverAI platform and defects in the OverAI system. Assistance with product usage, configuration, and enablement questions is governed by the support tier set forth in Section B.3.

The availability commitment, service level credits, and termination right in this Annex apply only to Enterprise subscriptions purchased under an order form. Support tiers apply to Team and Enterprise. Starter and pay-as-you-go use are provided without an uptime commitment, a support tier, or a service level credit remedy.

B.2 Uptime

The OverAI system shall, subject to the exceptions in Section B.8, be Available 99.5% of the time each calendar month, measured according to the following formula: 100 × ((Total minutes in the month) − (Outage Minutes)) ÷ (Total minutes in the month).

"Available" or "Availability" means the OverAI system is operational and accessible with full Core Functionality in accordance with the Terms. "Downtime" means the lack of Availability.

Downtime counts toward Outage Minutes only when it lasts 30 or more consecutive minutes, in which case it is counted from the beginning of the interruption until Core Functionality is restored.

B.3 Support Tiers

Team includes Basic support and Enterprise includes Full support. Enterprise customers may purchase Custom support, in which case the coverage window, response times, and included services are as set forth in the order form.

Response times are measured from receipt of a support request submitted through OverAI's designated support channel, and business hours and business days are those falling within the applicable tier's coverage window. ET means America/New_York time, including daylight saving time.

	BasicIncluded with Team	FullIncluded with Enterprise	CustomEnterprise · paid upgrade
Coverage	10am–6pm ET, Mon–Fri	10am–6pm ET, Mon–Fri	As set forth in the order form
Uptime	—	99.5%	99.5%
Channel	Email	Email + named contact	Custom
Sev 1 can't use the system	3 business days	6 business hours	Custom
Sev 2 critical function down	4 business days	1 business day	Custom
Sev 3–4 defect, question, request	5 business days	2 business days	Custom
Live help	—	Call	Custom
Reviews	—	Quarterly	Custom
Incident postmortems	—	—	Custom

Support requests are submitted to support@overai.com from an account email with the affected workspace and a description of the issue.

A response means a human acknowledgment and the start of investigation, not an automated receipt or a guaranteed resolution.

Technical support covers platform incidents, troubleshooting, and product questions. It does not include developing or modifying customer applications, workflows, prompts, or integrations, data migration, or training unless expressly included in an order form or statement of work.

B.4 Issue Triage

OverAI will prioritize issues based on the severity of the issue and the completeness of information provided about the issue. Customer shall submit support requests through OverAI's designated support email or ticketing system, and OverAI shall assign each request an incident number.

OverAI identifies the severity level acting reasonably and in good faith based on the following definitions. Response times for each severity level are set forth in Section B.3. The workaround and fix targets below run from OverAI's response under Section B.3 and are measured within the applicable tier's coverage window.

Severity 1 — Production use of the OverAI system is stopped or so severely impacted that Customer cannot reasonably continue work within the system, or Customer experiences a complete loss of service. OverAI will work continuously from the time the issue is entered until it is resolved or a workaround is provided, or as long as useful progress can be made, and will use commercially reasonable efforts to provide a workaround or fix within twenty-four (24) hours.
Severity 2 — Customer experiences a severe loss of service in a critical function of the system. OverAI will work from the time the issue is identified until it is resolved, or as long as useful progress can be made, and will use commercially reasonable efforts to provide a workaround or fix within two (2) business days.
Severity 3 — Customer experiences a system defect or temporary loss of service where the impact is an inconvenience that may require a procedure or workaround to restore or achieve functionality. OverAI will evaluate the request and determine the approach, which may include a configuration change, resolution through end-user training, a hot fix, or resolution in a future release, and will use commercially reasonable efforts to provide a workaround or fix within ten (10) business days.
Severity 4 — Customer requests an enhancement to the OverAI system. Once the approach has been identified, OverAI may, at its discretion, coordinate the development and delivery of updates with Customer's administrator, subject to the mutually agreed change control process and payment of applicable costs, if any.

B.5 Monitoring

OverAI will maintain an independent monitoring solution that monitors the OverAI system's uptime and overall performance. The monitoring solution will monitor via the Internet using equivalent connectivity to that which is available to the Customer. In the event that OverAI does not have external network connections available, OverAI's ability to detect, respond to, and resolve system events may be delayed, and such delays shall not be considered a breach of the service levels set forth in the Terms.

OverAI determines affected periods using its monitoring, service logs, execution records, and incident investigations. Customer may provide timestamps, request or execution identifiers, and other evidence for review.

The public status page communicates incidents but is not the sole record of Availability.

B.6 Remedies

If OverAI fails to meet the service levels set forth in this Annex, Customer shall be entitled to service level credits as set forth in Section B.7 and, if applicable, the termination right in Section B.9.

Service level credits, and where applicable the termination right in Section B.9, are Customer's sole and exclusive remedies for any failure to meet the service levels set forth in this Annex. They do not replace remedies for a separate breach of confidentiality, data protection, or other obligations.

B.7 Service Level Credits

Monthly Availability	Credit
99.5% or higher	None
99.0% to less than 99.5%	10%
95.0% to less than 99.0%	25%
Less than 95.0%	50%

Credits are a percentage of the subscription fee attributable to the affected month. Annual or other prepaid subscription fees are allocated proportionately; usage charges, taxes, and professional-services fees are excluded.

Only the highest applicable credit applies, capped at 50% of the affected monthly subscription fee. Complimentary subscriptions have no subscription fee against which a credit can be applied.

Reporting an outage. Customer's administrator should notify OverAI's support channel promptly upon becoming aware of an outage or perceived outage. Where OverAI determines in its reasonable commercial judgment that Core Functionality was unavailable due to an outage caused solely by the items of service managed exclusively by OverAI, the number of minutes in that outage ("Outage Minutes") will be applicable for that calendar month, subject to the exceptions in Section B.8.
Requesting a credit. Customer must request a credit in writing to support@overai.com within thirty (30) days after the end of the affected month, identifying the affected times and available evidence. Failure to provide such notice forfeits the right to the credit. Credits may not be redeemed for cash.
Applying a credit. OverAI will review the request against its records and apply an approved credit to the next subscription invoice. If there is no remaining subscription invoice, OverAI will refund the approved credit. OverAI's blocking of data communications or other Services in accordance with its policies or applicable law shall not be deemed a failure to provide adequate service levels.
Definition of outage. The OverAI system shall only be deemed unavailable, and such outage will only count toward the Outage Minutes for the applicable calendar month, if "Core Functionality", defined as the OverAI platform APIs and user-facing frontend being reachable and responsive to authenticated requests, is unavailable, as determined in accordance with Section B.5, and none of the exceptions in Section B.8 apply. This commitment covers platform capabilities, not the correctness of a particular application, workflow, function, prompt, query, or other content, whether created by Customer, OverAI, or a third party; a defect in the underlying OverAI platform remains covered even when it affects custom content. OverAI's records and data shall be the primary basis for all service level calculations and determinations, subject to Customer's reasonable verification rights.

B.8 Exceptions

Unavailability of the OverAI system shall not be considered an outage, and shall not count toward the Outage Minutes for the applicable calendar month, where it is due to:

Scheduled Maintenance. "Scheduled Maintenance" means maintenance for which Customer is notified at least 72 hours in advance or occurring weekly at a predefined time for a predefined window. OverAI schedules regular Scheduled Maintenance to occur within a 9 pm to 5 am ET overnight period. OverAI's Scheduled Maintenance will not exceed 12 hours in a given month; maintenance beyond that allowance counts toward Availability. If Customer or OverAI needs a special exception to the performance of maintenance, it will be handled on a case-by-case basis;
Maintenance being performed at Customer's request outside of the normally Scheduled Maintenance;
Customer's information content or application programming, acts of Customer, or Customer's designated administrator(s), including Customer's code, configuration, credentials, data, equipment, networks, or failure to follow documented limits;
Third-party services Customer connects or selects, including external applications and model providers, to the extent the failure is in that service rather than OverAI's platform;
Suspension permitted under Section 7 of the Terms; or
Outages of third-party connections or utilities, emergency or exigent circumstances, or other reasons beyond OverAI's control.

B.9 Termination Right

If Availability is less than 99.5% in three (3) of any six (6) consecutive calendar months, such failure shall constitute a material breach, and Customer may terminate its subscription upon written notice to OverAI given within thirty (30) days after the end of the third such month and receive a refund of prepaid, unused fees.