Terms of Service

Effective date: April 26, 2026

1. Acceptance of Terms

By accessing or using Overlord (“Service”), operated by Cooperativ, Inc. (“Cooperativ,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Service.

These Terms constitute a legally binding agreement between you and Cooperativ. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of Service

Overlord is a coordination platform for AI-assisted engineering work. The Service includes a web application, desktop application, command-line interface, and related APIs that allow users to manage tickets, organize agent work, and integrate with third-party AI coding assistants.

3. Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Service. The Service is intended for use by software engineers, development teams, and technology organizations.

4. Accounts and Access

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms.

You may not share, sell, or transfer access to your account to any third party without our prior written consent.

5. Acceptable Use

You agree not to use the Service to:

  • Violate any applicable law or regulation;
  • Infringe the intellectual property rights or privacy of any third party;
  • Upload or transmit malware, viruses, or other malicious code;
  • Attempt to gain unauthorized access to the Service, its systems, or other users' accounts;
  • Interfere with or disrupt the integrity or performance of the Service;
  • Use automated means to access the Service in ways that violate these Terms or exceed reasonable usage limits;
  • Resell or sublicense the Service without our prior written consent.

6. Intellectual Property

The Service and all associated software, design, text, graphics, logos, and other content are owned by Cooperativ or its licensors and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Service for its intended purpose.

You retain ownership of any content you submit to the Service (“User Content”). By submitting User Content, you grant Cooperativ a worldwide, royalty-free license to use, store, and process that content solely to provide and improve the Service.

7. Third-Party Integrations

The Service integrates with third-party tools including AI coding agents (Claude, Cursor, OpenAI Codex), version control systems, and project management platforms. Your use of third-party services is subject to their respective terms and privacy policies. Cooperativ is not responsible for the practices or content of third-party services.

8. Subscription and Payment

Access to certain features may require a paid subscription. Subscription fees are billed in advance on a monthly or annual basis and are non-refundable except as required by applicable law. We reserve the right to change our pricing with 30 days notice. Failure to pay may result in suspension or termination of your access.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. COOPERATIV DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COOPERATIV SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE.

IN NO EVENT SHALL COOPERATIV'S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO COOPERATIV IN THE 12 MONTHS PRIOR TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

11. Indemnification

You agree to defend, indemnify, and hold harmless Cooperativ and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of your use of the Service, your User Content, or your violation of these Terms.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, upon notice. You may terminate your account at any time by contacting us. Upon termination, your right to use the Service ceases immediately.

13. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the new Terms on the Service or by email. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms.

14. Governing Law

These Terms are governed by the laws of the United States and the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Delaware.

15. Contact

If you have questions about these Terms, please contact us at legal@cooperativ.io.

See also our Privacy Policy.