Overnight Success AI — Terms of Service

Last Updated: September 30, 2025
Effective Date: September 30, 2025

By accessing or using the websites, products, or services of Overnight Success AI, Inc. (“Overnight Success AI,” “OSAI,” “we,” “us,” or “our”)—including our AI agents, automations, APIs, integrations, and related software (collectively, the “Services”)—you agree to be bound by these Terms of Service (the “Terms”). If you do not agree, do not use the Services.

These Terms form a binding agreement between OSAI and the entity or person accepting them (“Client,” “you,” or “your”). If you use the Services on behalf of an organization, you represent that you are authorized to accept these Terms on its behalf.

1) Services & Order Documents

OSAI provides enterprise-grade AI agents, automations, consulting, and related digital services (“AI Services”). The scope, deliverables, fees, milestones, and special conditions will be defined in one or more Order Documents (e.g., proposal, quote, statement of work (“SOW”), or enterprise agreement) executed by the parties. If there is a conflict, the Order Document controls for the conflicting subject matter.

2) Eligibility

To use the Services, you represent and warrant that you:

• Are at least 18 years old (or the age of majority in your jurisdiction);

• Have the legal authority to enter into these Terms; and

• Will provide accurate and complete information where requested and keep it updated.

3) Client Account & Integrations

You may need an account to use the Services and to connect third-party tools (e.g., Gmail/Outlook, Slack, GitHub, calendar platforms). You are responsible for:

• Account security (including credentials, keys, OAuth tokens);

• Configuration of integrations and the permissions you grant; and

• All activities that occur under your account.

You must promptly notify us of any suspected unauthorized use.

4) Acceptable Use

You agree not to:

• Use the Services unlawfully or in violation of applicable regulations;

• Probe, interfere with, or disrupt the integrity or performance of the Services;

• Reverse engineer, decompile, attempt to derive source code, or circumvent technical restrictions;

• Use the Services to create models or datasets that replicate or compete with our proprietary technology, except as expressly permitted in an Order Document;

• Upload or transmit malware, harmful code, or illegal content;

• Use the Services for high-risk or life-critical purposes where failure could lead to death, personal injury, or severe environmental/economic harm;

• Infringe, misappropriate, or violate intellectual property, privacy, or other rights.

We may suspend or throttle access if your use threatens the security, availability, or lawful operation of the Services.

5) Client Content & Data

“Client Content” means data, text, files, prompts, instructions, code, configurations, and other materials you (or your end users) submit to or through the Services. As between the parties:

• You own Client Content.

• You grant OSAI a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Client Content solely to provide and improve the Services, perform support, ensure security, comply with law, and as otherwise permitted in the Order Document.

• You represent that you have obtained all necessary rights, consents, and notices to provide Client Content to the Services and to allow OSAI to process it as described.

Data Protection. Our handling of personal information is described in our Privacy Notice (incorporated by reference). Where a data processing agreement (DPA) is required, the OSAI DPA shall govern processing on your behalf.

6) Output & AI-Generated Content

The Services may generate text, code, recommendations, or other results (“Output”). Subject to your compliance with these Terms and payment of applicable fees, OSAI assigns to you its right, title, and interest (if any) in the Output as delivered to you, excluding any OSAI technology, models, pre-existing materials, or third-party components embedded therein. You are responsible for reviewing, validating, and using Output at your own discretion and risk.

No Professional Advice. Output is generated by AI systems and may be inaccurate or incomplete. The Services do not provide legal, financial, medical, or other professional advice. You should obtain independent advice before relying on Output for decisions.

7) OSAI Intellectual Property

OSAI and its licensors own and will retain all rights, title, and interest in and to the Services, including software, models, agents, prompts, system prompts, tools, designs, workflows, documentation, know-how, trademarks, and all derivatives and improvements (“OSAI IP”). Except for the limited rights expressly granted in these Terms and the Order Documents, no rights are granted to you by implication or otherwise.

License to Services. During the applicable subscription or service term and subject to these Terms, OSAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes and in accordance with the Order Document.

You may not resell, sublicense, or provide the Services to third parties except as expressly permitted.

8) Deliverables & License

If OSAI provides custom configurations, templates, scripts, or other deliverables under an Order Document (“Deliverables”):

• OSAI grants you a perpetual, non-exclusive, non-transferable license to use the Deliverables internally within the scope defined in the Order Document.

• OSAI retains all IP in underlying methods, frameworks, and reusable components.

• Any third-party or open-source components remain subject to their respective licenses.

Commercial redistribution of Deliverables requires OSAI’s prior written consent.

9) Fees, Invoicing & Taxes

Fees are set forth in the applicable Order Document or invoice. Unless stated otherwise:

• Fees are due within the stated payment terms;

• Late payments may incur interest at the lesser of 1.5% per month or the maximum allowable by law, and we may suspend the Services for non-payment;

• All fees are non-refundable except as expressly provided; and

• Fees are exclusive of taxes, duties, and similar charges, which are your responsibility (excluding taxes on OSAI’s income).

Usage-based overages (e.g., token/compute/seat overages) are billed in arrears per the Order Document.

10) Confidentiality

Each party may access non-public information disclosed by the other that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will:

• Use Confidential Information only to perform under these Terms;

• Not disclose it to third parties except to personnel and processors bound by confidentiality obligations; and

• Protect it using at least reasonable care.

Confidentiality obligations do not apply to information that is public, already known, independently developed, or rightfully obtained from another source without duty of confidentiality. If required by law, a party may disclose Confidential Information after providing prompt notice (where lawful) to allow the disclosing party to seek protection.

11) Security

We maintain administrative, technical, and organizational measures designed to safeguard the Services and Client Content. You acknowledge that no system is 100% secure. You are responsible for appropriate configuration, access controls, and backups of your systems integrated with the Services.

12) Third-Party Services

The Services may interoperate with or link to third-party platforms, models, datasets, APIs, or marketplaces (“Third-Party Services”). OSAI does not control and is not responsible for Third-Party Services, their availability, or their privacy/security practices. Your use of Third-Party Services is governed by their terms and policies.

13) Warranties & Disclaimers

Mutual. Each party represents it has the authority to enter into these Terms.

OSAI. The Services will be provided in a professional and workmanlike manner. Your exclusive remedy for any breach is re-performance or, if OSAI cannot substantially cure, a refund of pre-paid fees for the affected portion of the Services.

General Disclaimers. To the maximum extent permitted by law, the Services and Output are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and uptime. OSAI does not warrant that the Services or Output will be error-free, uninterrupted, or meet your requirements.

14) Limitation of Liability

To the fullest extent permitted by law:

• No Indirect Damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, even if advised of the possibility.

• Cap. Each party’s aggregate liability arising out of or related to the Services will not exceed the amounts actually paid by you to OSAI for the 12 months preceding the claim giving rise to liability.

• The above limitations do not apply to (i) your payment obligations; (ii) your breach of Section 4 (Acceptable Use) or Section 7 (OSAI IP); or (iii) either party’s willful misconduct.

15) Indemnification

You will defend, indemnify, and hold harmless OSAI, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Client Content; (b) your use of the Services in violation of these Terms or law; or (c) any combination of the Services with non-OSAI products, services, or data, if and to the extent the claim would not have arisen but for such combination.

OSAI will provide prompt notice of any claim and reasonable cooperation at your expense. You may not settle any claim without OSAI’s prior written consent if it imposes obligations or admissions on OSAI.

16) Term, Suspension & Termination

These Terms begin on the date you first use the Services and continue while you have an active account or active Order Document.

We may suspend or limit the Services immediately if: (a) you breach these Terms; (b) you fail to pay fees when due; or (c) your use poses a security, legal, or operational risk.

Either party may terminate for material breach not cured within 30 days after written notice. Upon termination:

• Your right to use the Services ceases immediately;

• Accrued fees become due; and

• Upon written request within 30 days, OSAI will make available a reasonable export of your Client Content in our standard format, unless prohibited by law or court order.

Sections that by their nature should survive (including 4–8, 10–15, 18–22) survive termination.

17) Beta Features & Trials

We may offer beta, preview, or evaluation features (“Beta”). Beta is provided AS IS, may change or discontinue at any time, and may be subject to additional terms. You assume all risks associated with Beta use.

18) Export Controls & Sanctions

You will not use or permit use of the Services in or for the benefit of any country, entity, or person prohibited by U.S. or other applicable export control or sanctions laws. You represent that you are not on any restricted party list.

19) Publicity

With your prior consent (email is sufficient), OSAI may use your name and logo to identify you as a customer on our website and marketing materials. You may revoke consent at any time on 30 days’ written notice.

20) Governing Law; Venue; Disputes

These Terms are governed by the laws of the State of Michigan, without regard to conflict-of-laws rules. The parties will first attempt to resolve disputes through good-faith discussions between executive stakeholders. If unresolved, the parties agree to the exclusive jurisdiction and venue of state and federal courts located in Wayne County, Michigan. Each party waives any objection to such courts based on forum non conveniens or venue.

21) Changes to the Terms

We may update these Terms from time to time. Material changes will be indicated by updating the “Last Updated” date and, where legally required, by additional notice. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

22) Miscellaneous

• Entire Agreement. These Terms, the Privacy Notice, and any Order Documents constitute the entire agreement and supersede prior discussions.

• Order of Precedence. If there is a conflict, an executed Order Document controls, then these Terms, then documentation.

• Assignment. You may not assign these Terms without OSAI’s prior written consent; OSAI may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

• Severability. If any provision is unenforceable, the remainder remains in effect.

• No Waiver. A waiver is effective only if in writing and not a continuing waiver.

• Notices. Legal notices to OSAI must be sent to [legal@overnightsuccess.ai