Terms of Service

Last updated: February 23, 2026

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

Agreement Framework

This Agreement is between Overlay Security Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Agreement Standard Terms Version 1.1 ("Standard Terms"). Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or the Standard Terms.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form

Cloud Service

Overlay provides a security monitoring and control layer for AI coding agents. The service includes real-time telemetry monitoring delivered as a cloud-hosted platform accessible via web dashboard.

Subscription Start Date

The Effective Date

Subscription Period

1 month(s)

Non-Renewal Notice Period

At least 30 days before the end of the current Subscription Period.

Cloud Service Fees

Section 5.2 of the Standard Terms is replaced with: Certain parts of the Product have different pricing plans, which are available at Provider's pricing page. Within the Payment Period, Customer will pay Provider fees based on the Product tier selected at the time of account creation and Customer's usage per Subscription Period. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Period

5 day(s) from the last day of the Subscription Period

Invoice Period

Monthly

Key Terms

Customer

The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider

Overlay Security Inc.

Effective Date

The date Customer first accepts this Agreement.

Covered Claims

Provider Covered Claims

Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.

Customer Covered Claims

Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount

The fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

Governing Law

The laws of the State of Delaware

Chosen Courts

The state or federal courts located in Delaware

Notice Address

For Provider: [email protected]

For Customer: The main email address on Customer's account

Attachments and Supplements

Changes to the Standard Terms

Publicity Rights

Modifying Section 14.7 of the Standard Terms, Provider may identify Customer and use Customer's logo and trademarks on Provider's website and in marketing materials to identify Customer as a user of the Product. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider or the Product during the length of the Agreement.