Terms of Service

1. Who you are agreeing with

These terms are an agreement between you and Defo Labs Ltd, a private limited company based in London, United Kingdom ("we", "us"), which operates Overnite at overnite.dev and app.overnite.dev (the "Service"). If you use the Service on behalf of an organisation, you agree to these terms for that organisation and confirm you are allowed to.

By signing in or using the Service, you accept these terms and our Privacy Policy. If you do not accept them, do not use the Service.

2. What Overnite is

Overnite runs autonomous coding agents - such as Claude Code, Codex, opencode and Gemini CLI - on isolated machines we operate ("workspaces"), against Git repositories you choose. You can start agents, watch their terminals, answer their questions, schedule runs, and connect outside services for them to use.

Overnite is currently in a closed beta. Features, limits and availability can change while it is, and we do not guarantee any level of uptime during the beta.

3. Your account

• You sign in with a GitHub account, and you must be at least 16 years old (18 if you buy a paid plan).
• You are responsible for everything done with your account, including by agents you start and by anyone you give access to your GitHub account.
• Keep your GitHub account secure. Tell us at support@overnite.dev straight away if you think your account has been misused.

4. Bring your own key, and your own subscription

Overnite does not sell access to AI models. The agents in your workspaces call AI providers - for example Anthropic, OpenAI or Google - with your own API key or with a subscription you sign in to yourself.

• You pay your AI provider directly. Their charges are between you and them. We never see your AI bill and are not responsible for it, including charges run up by agents you started or scheduled.
• You must follow your AI provider's terms. That includes their usage policies, rate limits and any restrictions on automated or non-interactive use. If you sign an agent in with a consumer subscription - such as Claude Pro or Max, or ChatGPT Plus or Pro - it is your responsibility to make sure your provider permits using it this way. We do not check this for you, and we are not liable if a provider limits, suspends or closes your account with them.
• Keys and sign-ins you store with us are kept encrypted and used only to run your agents (see our Security page).

The same applies to services you connect, such as GitHub, Linear, Sentry or Slack: you use them under your own agreements with those providers.

5. Agents act on your behalf

Agents run commands, change code, install packages, push branches and open pull requests, as you. Some agents are configured to act without asking for approval inside the isolated workspace.

• You are responsible for what your agents do and for reviewing their output - including code, commits and pull requests - before you rely on it, merge it or deploy it.
• AI output can be wrong, insecure or infringe someone else's rights. We make no promise that anything an agent produces is correct or fit for any purpose.
• Only point agents at repositories, systems and data you are allowed to use.

If you install the Overnite GitHub App, it asks for read and write access to contents, pull requests and issues, and read access to metadata and checks, on the repositories you choose - what an agent needs to push a branch, open a pull request and answer on an issue. Anyone with write access to such a repository who has an Overnite account can start an agent by mentioning the App, on their own account. You can uninstall it at any time in your GitHub settings.

6. Acceptable use

You must not use the Service, or let agents you start use it, to:

• break the law, or infringe anyone's intellectual property, privacy or other rights;
• attack, scan, probe or disrupt any system or network you do not own or have permission to test, including ours;
• send spam, run phishing, or distribute malware;
• mine cryptocurrency, run proxies or VPNs for others, or use workspaces for general-purpose hosting unrelated to software development;
• try to escape a workspace's isolation, access another customer's workspace or data, or get around plan limits, rate limits or access controls;
• resell or share the Service, or an account, without our written agreement;
• generate content that sexually exploits children, or that promotes terrorism or violence.

We may suspend a workspace or an account immediately if we reasonably believe it is being used in breach of this section, or if it puts the Service or other customers at risk. Where it is safe and lawful to, we will tell you why.

7. Your content

Your repositories, code, prompts, and everything your agents produce remain yours. You give us a limited licence to host, copy, process and transmit that content only as needed to run the Service for you. We do not use your content to train AI models.

You are responsible for having the rights to the content you bring, and for keeping your own copies of anything important: a workspace's disk is deleted when you delete the workspace, and we do not promise backups.

8. Plans, fees and refunds

• The Free plan costs nothing and has the limits shown on our pricing page.
• Paid plans (Pro, Team) are billed in advance, monthly, through our payment provider, at the price shown when you subscribe. Prices exclude VAT and other taxes, which are added where they apply.
• If you go over your plan's included compute hours, we will either stop new work until your next billing period or charge the published overage rate, as described on the pricing page at the time.
• You can cancel at any time. Cancellation takes effect at the end of the billing period you have already paid for, and you keep access until then.
• Fees already paid are not refunded for partly used periods, except where the law requires otherwise or where we have failed to provide the Service as described. If you are a consumer, nothing in these terms affects your statutory rights.
• We will give you at least 30 days' notice by email before a price change applies to you.

Paid plans are not yet on sale during the closed beta.

9. Our service

We provide the Service with reasonable skill and care. Beyond that, and to the extent the law allows, the Service is provided "as is" and "as available", without warranties of any kind, including that it will be uninterrupted, error-free or secure against every threat.

We may change, add or remove features. If we plan to stop providing the Service altogether, we will give you at least 30 days' notice so you can take your data with you.

10. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded under English law.

Subject to that:

• we are not liable for any loss of profits, revenue, business, goodwill or data, or for any indirect or consequential loss;
• we are not liable for charges from, or actions taken by, AI providers or other third-party services you use through the Service, or for the actions and output of agents you start;
• our total liability to you arising out of or in connection with the Service in any 12-month period is limited to the greater of the fees you paid us in that period and £100.

11. Suspension and ending these terms

You can stop using the Service at any time, and ask us to delete your account as described in the Privacy Policy.

We may suspend or end your access if you materially breach these terms, if you do not pay fees when due, or if we are required to by law. When your account ends, we delete your workspaces, their disks and your stored credentials within 30 days.

12. Changes to these terms

We may update these terms. When we do, we change the date at the top of this page. If a change is material, we will tell you by email at least 30 days before it applies. If you keep using the Service after it applies, you accept the new terms.

13. General

• These terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer living elsewhere in the UK or in the EU, you may also bring proceedings where you live, and you keep the protection of the mandatory consumer law of your country.
• If a court finds part of these terms unenforceable, the rest still applies.
• If we do not enforce a right straight away, we have not given it up.
• You may not transfer these terms to someone else without our agreement. We may transfer them to a company that takes over the Service, and will tell you if we do.

14. Contact

Defo Labs Ltd, London, United Kingdom. hello@overnite.dev for anything about these terms; support@overnite.dev for help with your account.