TERMS OF SERVICE

OVERMIND TECHNOLOGY LIMITED

Last Updated: November 28, 2025

1. INTRODUCTION

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between Overmind Technology Limited, a company incorporated in England and Wales with registered number 16585996 and registered office at Walworth Town Hall, 151 Walworth Road, Office 302, London, England, SE17 1RS ("Overmind," "we," "us," or "our") and you ("Customer," "you," or "your").

1.2 These Terms govern your access to and use of Overmind's AI Security and Observability Platform ("Platform" or "Services"), including but not limited to:

• Input protection and threat detection

• MCP Gateway controls

• Agentic observability and monitoring

• Adaptive intelligence and policy enforcement

• Browser AI security extensions

• Related software, documentation, and support services

1.3 By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. DEFINITIONS

2.1 "Authorized Users" means your employees, contractors, and agents who are authorized to use the Services under your subscription.

2.2 "Customer Data" means all data, content, and information submitted, uploaded, or processed by you or your Authorized Users through the Services.

2.3 "Documentation" means the technical documentation, user guides, and other materials provided by Overmind relating to the Services.

2.4 "Subscription Period" means the period during which you have purchased access to the Services, as specified in your Order Form.

2.5 "Order Form" means the ordering document, statement of work, or online order specifying the Services, pricing, and Subscription Period.

2.6 "AI Agents" means autonomous or semi-autonomous software systems that utilize large language models or other AI technologies to perform tasks, make decisions, or interact with tools and data sources.

2.7 "Security Incident" means any unauthorized access, use, disclosure, modification, or destruction of Customer Data or the Services.

3. SERVICE PROVISION

3.1 Access to Services

• Subject to your compliance with these Terms and payment of applicable fees, Overmind grants you a non-exclusive, non-transferable, limited right to access and use the Services during the Subscription Period.

• You may only use the Services for your internal business purposes and in accordance with the Documentation.

3.2 Service Levels

• Overmind will use commercially reasonable efforts to make the Services available 99.5% of the time during each calendar month, excluding scheduled maintenance and circumstances beyond our reasonable control.

• Service level commitments and remedies, if any, are specified in your Order Form or separate Service Level Agreement.

3.3 Updates and Modifications

• Overmind may update, modify, or enhance the Services from time to time. We will provide reasonable notice of material changes that adversely affect your use of the Services.

• Overmind reserves the right to discontinue features or functionality with 90 days' prior written notice.

3.4 Support Services

• Technical support is provided in accordance with your subscription tier as specified in your Order Form.

• Support hours, response times, and channels vary by subscription level.

  
  

4. CUSTOMER OBLIGATIONS

4.1 Account Security

• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

• You must notify Overmind immediately of any unauthorized use of your account or any other security breach.

• You must implement reasonable security measures for your Authorized Users' access to the Services.

  
  

4.2 Acceptable Use You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations

• Attempt to gain unauthorized access to the Services or related systems

• Interfere with or disrupt the integrity or performance of the Services

• Reverse engineer, decompile, or disassemble any portion of the Services

• Use the Services to transmit malware, viruses, or other harmful code

• Remove, alter, or obscure any proprietary notices on the Services

• Use the Services to compete with Overmind or develop competing products

• Exceed usage limits specified in your subscription tier

  
  

4.3 Compliance

• You are responsible for ensuring that your use of the Services and your Customer Data comply with all applicable laws, regulations, and industry standards.

• You must obtain all necessary consents and permissions for the processing of data through the Services.

• You acknowledge that you are responsible for configuring the Services appropriately for your compliance requirements.

  
  

4.4 AI Agent Configuration

• You are responsible for the configuration, deployment, and behavior of any AI Agents you monitor or secure using the Services.

• You must ensure that your AI Agents comply with applicable laws and do not violate third-party rights.

• Overmind is not responsible for the actions, outputs, or decisions made by your AI Agents.

  
  

5. DATA PROTECTION AND SECURITY

5.1 Data Processing

• Overmind processes Customer Data solely to provide the Services and as instructed by you in accordance with these Terms.

• The parties' data protection obligations are set forth in the Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference.

• Overmind complies with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

5.2 Security Measures

• Overmind implements and maintains appropriate technical and organizational security measures to protect Customer Data, including:

  • Encryption of data in transit and at rest

  • Access controls and authentication mechanisms

  • Regular security assessments and penetration testing

  • Security monitoring and incident response procedures

  • ISO 27001 certified information security management system

5.3 Security Incidents

• Overmind will notify you without undue delay upon becoming aware of a Security Incident affecting your Customer Data.

• Overmind will take reasonable steps to investigate, remediate, and mitigate Security Incidents.

• You acknowledge that notification may be delayed if required by law enforcement or to prevent further harm.

5.4 Data Location and Transfers

• Customer Data is processed and stored in data centers located in the United Kingdom and European Union.

• If Customer Data is transferred outside the UK or EU, Overmind will ensure appropriate safeguards are in place, including Standard Contractual Clauses where required.

5.5 Data Retention and Deletion

• Overmind retains Customer Data during the Subscription Period and for 30 days thereafter, unless otherwise specified in your Order Form.

• Upon termination or expiration of your subscription, you may request deletion of your Customer Data. Overmind will delete or anonymize Customer Data within 90 days of termination, except where retention is required by law.

• You are responsible for exporting your Customer Data before termination.

  
  

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Overmind IP

• Overmind retains all right, title, and interest in and to the Services, including all software, technology, Documentation, and any modifications or derivative works thereof.

• These Terms do not grant you any intellectual property rights in the Services except as expressly stated.

6.2 Customer Data

• You retain all right, title, and interest in and to your Customer Data.

• You grant Overmind a limited license to use, process, and store Customer Data solely to provide the Services.

6.3 Feedback

• If you provide feedback, suggestions, or recommendations regarding the Services ("Feedback"), Overmind may use such Feedback without obligation or compensation to you.

• You grant Overmind a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit Feedback in any manner.

6.4 Aggregated Data

• Overmind may collect and analyze aggregated, anonymized data derived from use of the Services for purposes of improving the Services, developing new features, and industry research.

• Such aggregated data does not identify you or any individual and is owned by Overmind.

  
  

7. FEES AND PAYMENT

7.1 Subscription Fees

• You agree to pay all fees specified in your Order Form in accordance with the payment terms stated therein.

• Fees are based on your selected subscription tier and may include base platform fees, per-agent monitoring fees, and usage-based charges.

7.2 Payment Terms

• Unless otherwise specified, fees are payable annually in advance.

• All fees are non-refundable except as expressly provided in these Terms.

• Overmind will invoice you in accordance with your Order Form, and payment is due within 30 days of the invoice date.

7.3 Taxes

• All fees are exclusive of taxes, duties, and similar governmental charges.

• You are responsible for paying all applicable taxes associated with your use of the Services, except for taxes based on Overmind's income.

7.4 Late Payment

• If payment is not received when due, Overmind may charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) on overdue amounts.

• Overmind may suspend your access to the Services if payment is more than 30 days overdue, upon 10 days' written notice.

7.5 Fee Changes

• Overmind may increase fees upon renewal of your Subscription Period by providing at least 60 days' prior written notice.

• Fee increases during the current Subscription Period require your written consent.

  
  

8. TERM AND TERMINATION

8.1 Term

• These Terms commence on the date you first access the Services and continue for the Subscription Period specified in your Order Form.

• Subscriptions automatically renew for successive periods equal to the original Subscription Period unless either party provides written notice of non-renewal at least 30 days before the end of the then-current period.

8.2 Termination for Convenience

• You may terminate these Terms at the end of the then-current Subscription Period by providing written notice at least 30 days before renewal.

• Termination for convenience does not entitle you to a refund of prepaid fees.

8.3 Termination for Cause Either party may terminate these Terms immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice

• The other party becomes insolvent, enters bankruptcy proceedings, or ceases business operations

8.4 Suspension

• Overmind may suspend your access to the Services immediately without notice if:

  • Your use of the Services poses a security risk or threatens the stability of the Services

  • You are in breach of Section 4.2 (Acceptable Use)

  • Your account is more than 30 days overdue on payment

• Overmind will provide notice of suspension and an opportunity to cure where reasonably practicable.

8.5 Effect of Termination Upon termination or expiration:

• Your right to access and use the Services immediately terminates

• You must cease all use of the Services and delete any copies of Overmind's Confidential Information

• Outstanding fees become immediately due and payable

• You may request export of your Customer Data within 30 days of termination

• Sections 6 (Intellectual Property), 7 (Fees), 9 (Confidentiality), 10 (Warranties), 11 (Limitation of Liability), and 13 (General Provisions) survive termination

  
  

9. CONFIDENTIALITY

9.1 Definition "Confidential Information" means all non-public information disclosed by one party to the other, including technical, business, financial, and customer information, that is marked as confidential or would reasonably be considered confidential.

9.2 Obligations

• Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

• Neither party may use the other party's Confidential Information except as necessary to fulfill its obligations or exercise its rights under these Terms.

• Neither party may disclose the other party's Confidential Information to third parties except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations.

9.3 Exceptions Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms

• Was rightfully known prior to disclosure

• Is rightfully received from a third party without breach of confidentiality obligations

• Is independently developed without use of the disclosing party's Confidential Information

• Must be disclosed pursuant to law or court order (provided the receiving party gives reasonable notice to allow the disclosing party to seek protective measures)

9.4 Duration

• The confidentiality obligations continue for three years after the termination of these Terms or, for trade secrets, for as long as the information remains a trade secret under applicable law.

  
  

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties Each party represents and warrants that:

• It has the legal power and authority to enter into these Terms

• These Terms constitute a valid and binding obligation

• Its performance will not violate any agreement or obligation to third parties

10.2 Overmind Warranties Overmind warrants that:

• The Services will perform materially in accordance with the Documentation

• Overmind will use industry-standard measures to prevent the introduction of viruses or malicious code into the Services

• Overmind will comply with applicable laws in providing the Services

10.3 Customer Warranties You warrant that:

• You have all necessary rights and consents to provide Customer Data to Overmind for processing

• Your use of the Services and Customer Data will comply with applicable laws

• You will not use the Services in any manner that infringes third-party rights

10.4 Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OVERMIND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

OVERMIND DOES NOT WARRANT THAT:

• The Services will meet your specific requirements

• The Services will be uninterrupted, timely, secure, or error-free

• The results obtained from the Services will be accurate or reliable

• Any errors in the Services will be corrected

10.5 AI Technology Disclaimer

• You acknowledge that AI technology, including the adaptive intelligence features of the Services, may produce outputs that are unpredictable, incomplete, or inaccurate.

• Overmind does not warrant the accuracy, completeness, or reliability of AI-generated threat detections, policy recommendations, or security assessments.

• You are responsible for independently verifying and validating security decisions based on the Services.

  
  

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO OVERMIND IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Excluded Claims The limitations in Sections 11.1 and 11.2 do not apply to:

• Your payment obligations

• Either party's breach of confidentiality obligations

• Either party's indemnification obligations

• Your breach of intellectual property rights

• Liability that cannot be excluded or limited under applicable law

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

11.4 AI Agent Liability

• You acknowledge that Overmind provides security and observability tools for AI Agents but does not control the actions, outputs, or decisions of your AI Agents.

• Overmind is not liable for any damages arising from the behavior, outputs, or decisions of AI Agents you deploy or monitor using the Services.

• You are solely responsible for the actions and outputs of your AI Agents and any consequences thereof.

11.5 Basis of the Bargain The parties acknowledge that the limitations of liability in this Section 11 are fundamental elements of the basis of the bargain and that Overmind would not provide the Services without such limitations.

12. INDEMNIFICATION

12.1 Customer Indemnification You will indemnify, defend, and hold harmless Overmind and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services in breach of these Terms

• Your Customer Data, including any claim that Customer Data infringes third-party rights

• Your AI Agents' actions, outputs, or decisions

• Your violation of applicable laws or regulations

• Your negligence or willful misconduct

12.2 Overmind Indemnification Overmind will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any claims by third parties that the Services, when used in accordance with these Terms, infringe such third party's intellectual property rights.

12.3 Indemnification Process

• The indemnified party must promptly notify the indemnifying party of any claim

• The indemnifying party has sole control of the defense and settlement, provided that it may not settle any claim without the indemnified party's consent if such settlement imposes obligations on or admits liability of the indemnified party

• The indemnified party will provide reasonable cooperation in the defense

• The indemnified party may participate in the defense with its own counsel at its own expense

12.4 Remedies If the Services become, or in Overmind's opinion are likely to become, subject to an infringement claim, Overmind may, at its option and expense:

• Procure the right for you to continue using the Services

• Modify the Services to be non-infringing without material loss of functionality

• Replace the Services with non-infringing equivalent functionality

• If none of the above are commercially reasonable, terminate these Terms and refund prepaid fees for the unused portion of the Subscription Period

  
  

13. GENERAL PROVISIONS

13.1 Governing Law These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

13.2 Jurisdiction The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or relating to these Terms.

13.3 Entire Agreement These Terms, together with any Order Forms, DPA, and other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, understandings, and communications, whether written or oral.

13.4 Amendments

• Overmind may update these Terms from time to time by posting the updated Terms on its website.

• Material changes will be notified to you via email or through the Services at least 30 days before taking effect.

• Your continued use of the Services after such notice constitutes acceptance of the updated Terms.

• If you do not agree to the updated Terms, you may terminate these Terms in accordance with Section 8.2.

13.5 Waiver No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver will be effective unless in writing and signed by an authorized representative of the waiving party.

13.6 Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.7 Assignment

• You may not assign or transfer these Terms or any rights or obligations hereunder without Overmind's prior written consent.

• Overmind may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon notice to you.

• Any attempted assignment in violation of this Section is void.

13.8 Independent Contractors The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.9 Force Majeure Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions (excluding payment obligations).

13.10 Notices

• All notices under these Terms must be in writing and delivered to the addresses specified in the Order Form or, if none, to Overmind's registered office.

• Notices may be delivered by email, registered mail, or recognized courier service.

• Notices are deemed received: (a) when delivered if by email (with confirmation of delivery); (b) five business days after mailing if by registered mail; or (c) when delivered if by courier.

• Notices to Overmind should be sent to: legal@overmindlab.ai

13.11 Export Compliance You agree to comply with all applicable export and import control laws and regulations in your use of the Services. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions.

13.12 Third-Party Components The Services may include or incorporate third-party software components subject to separate license terms. Such third-party licenses are available upon request.

13.13 Publicity

• Unless otherwise agreed in writing, Overmind may identify you as a customer and use your name and logo in Overmind's marketing materials, website, and customer lists.

• You may request that Overmind cease such use by providing written notice to Overmind.

13.14 Survival The following sections survive termination or expiration of these Terms: Sections 5.5 (Data Retention), 6 (Intellectual Property), 7 (Fees for services rendered prior to termination), 9 (Confidentiality), 10.4-10.5 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General Provisions).

14. COMPLIANCE AND REGULATORY

14.1 Financial Services Compliance

• If you operate in a regulated financial services environment, you acknowledge that you are responsible for ensuring your use of the Services complies with applicable regulations, including FCA requirements, MiFID II, PSD2, and other financial services regulations.

• Overmind will provide reasonable assistance in your compliance efforts, including audit trail functionality and compliance reporting features.

14.2 AI-Specific Regulations

• You acknowledge that the regulatory landscape for AI systems is evolving and that you are responsible for monitoring and complying with applicable AI-specific regulations, including the EU AI Act and UK AI regulations.

• Overmind will use commercially reasonable efforts to update the Services to support compliance with major AI regulations as they come into force.

14.3 Audit Rights

• Upon reasonable notice (at least 30 days), you may audit Overmind's compliance with its security and data protection obligations under these Terms, provided such audit: (a) occurs no more than once per year; (b) is conducted during business hours; (c) does not unreasonably interfere with Overmind's operations; and (d) is subject to reasonable confidentiality obligations.

• In lieu of an audit, Overmind may provide relevant certifications (ISO 27001, SOC 2, etc.) and assessment reports.

  
  

15. DEFINITIONS AND INTERPRETATION

15.1 Interpretation

• Headings are for convenience only and do not affect interpretation

• References to "including" mean "including without limitation"

• References to Sections are to sections of these Terms

• Words in the singular include the plural and vice versa

• References to a party include its permitted successors and assigns

15.2 Order of Precedence In the event of conflict between documents, the following order of precedence applies:

1. Order Form

2. Data Processing Addendum

3. These Terms

4. Documentation

   
   

16. CONTACT INFORMATION

For questions about these Terms or the Services, please contact:

Overmind Technology Limited Walworth Town Hall 151 Walworth Road, Office 302 London, England SE17 1RS

Email: legal@overmindlab.ai Website: www.overmindlab.ai

ACCEPTANCE

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

END OF TERMS OF SERVICE