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. 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.

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 and is acquiring the Services for business—not personal, family, or household—use. 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 $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. 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 requires a minimum $25 purchase, does not expire, and is nontransferable and nonrefundable except where required by law. Usage 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 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.

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; 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 Notice 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. AI-generated output may be incomplete, inaccurate, or unsuitable for Customer’s intended use. Customer is responsible for reviewing output before relying on it. 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 the greater of $100 or the 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 obligations under Section 9, 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. We will provide reasonable advance notice of material changes by email or through the Services. Changes to a paid subscription will take effect no earlier than its next renewal unless law or an urgent security need requires otherwise. Continued use after the stated effective date constitutes acceptance. If applicable law or the nature of a change requires renewed consent, OverAI will request it.

12. General

These Terms, the Privacy Notice, 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.