Last updated: August 26, 2025
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING THE SERVICE.
These Terms of Service are entered into by and between Amplication Ltd. ("Overcut", "We", or "Our") and the individual or entity exercising any rights granted under this Agreement ("Customer", "You" or "Your").
By clicking the "accept", "I agree", "I confirm" (or similar) button and/or by accessing or using the Service (defined below), You expressly acknowledge and agree that, as of such date (the "Effective Date"), You are entering into a binding legal agreement with Amplication Ltd. (operating the Overcut service), and understand and agree to comply with, and be legally bound by, these terms and conditions (the "Agreement").
If You are accepting this Agreement on behalf of Your employer or another entity (for example, if You are signing up using an email address from such employer or entity), You represent and warrant that: (i) You have full legal authority to bind Your employer or such entity to this Agreement; and (ii) You have read and understand the terms and conditions of this Agreement. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK "I AGREE/I ACCEPT" (OR SIMILAR), AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.
Any obligation of Overcut hereunder may be performed (in whole or in part), and any Overcut right hereunder may be exercised (in whole or in part), by an Affiliate of Amplication Ltd. Overcut may also subcontract its performance (in whole or in part) to its Affiliates.
Overcut reserves the right to modify this Agreement at any time by posting the modified Agreement at https://overcut.ai/terms. Such modifications will be effective upon posting (unless Overcut specifies a later effective date). In such cases, Amplication will also update the "Last Updated" reference set forth at the beginning of this Agreement.
You further represent and warrant that You are at least eighteen (18) years of age (and in any event, of a legal age to form a binding contract).
The parties herein may be referred to individually as a "Party" and collectively as the "Parties".
(a) "Affiliate" means any person, organization or entity controlling, controlled by, or under common control with a Party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.
(b) "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights (such as those arising from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeed), trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
(c) "Modifications" means any change, adaptation, improvement, or derivative work of the Service, in any form.
(d) "Order Form" means a transactional document, including any online ordering page, agreed between the Parties, which states the purchased subscription, features, usage terms, price, and/or other transaction details.
(e) "Service" or "Software" means the Overcut cloud-native platform for AI agent automation, including SaaS features, integrations, documentation, and Updates.
(f) "Update" means an upgrade, update, fix, or enhancement to the Service.
Subject to Your compliance with this Agreement, Overcut grants You a limited, personal, non-exclusive, revocable, non-sublicensable, non-assignable, and non-transferable right, during the Term, to access and use the Service solely for Your own internal business use.
For the avoidance of doubt, the Service is provided as SaaS only and is licensed, not sold. Any rights not expressly granted to You are reserved by Overcut and its licensors.
You shall not (and shall not permit any third party to):
If You ordered a paid subscription, You agree to pay all fees set forth in the Order Form, in accordance with its payment terms.
Except as otherwise expressly stated in Section 12 (Term and Termination) below or in an Order Form: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are payable in advance; (c) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (a) the rate of one and a half percent (1.5%) per month; and (b) the highest amount permitted by applicable law. Fees are exclusive of all current and future taxes, including without limitation, sales, use, value-added, withholding or other taxes or levies on transactions made under this Agreement. If any taxes, exclusive of taxes imposed upon Amplication's net income, are found to be applicable, the appropriate amount of tax shall be invoiced to and paid by You. If a certificate of exemption or similar document is required to exempt You from sales or use tax liability, You shall obtain and furnish to Amplication evidence of such exemption with the Order Form, in a form satisfactory to Amplication.
Overcut may from time to time provide service levels, Updates and technical support, but shall not be under any obligation to do so. Software Service levels are available at https://overcut.ai/sla and may be offered only for certain License plans. Updates and technical support will be supplied according to whatever then-current internal policies We may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Overcut in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to Customer, and Customer consents to any such automatic updating or upgrading of the Software. Updates and technical support may be accompanied by additional terms and conditions. Overcut may in its sole discretion charge for Updates and/or technical support and/or require additional personal information.
Overcut may provide additional paid features, modules, or usage volume ("Additional Services"). Access to Additional Services shall be mutually agreed or purchased via an Order Form.
Overcut (Amplication Ltd.) and its licensors retain all rights, title, and interest in and to the Service, including Modifications and Updates.
Any feedback, suggestions, or improvements provided by You are non-confidential and may be used by Overcut without restriction. You grant Overcut a perpetual, irrevocable, worldwide, royalty-free license to use and exploit such feedback.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), ARE DISCLAIMED.
Overcut shall not be liable for indirect, incidental, or consequential damages, including lost profits or data.
Aggregate liability under this Agreement shall not exceed the fees paid by You to Overcut in the thirty (30) days prior to the claim.
The Service, its documentation, and non-public information are confidential. You agree to maintain confidentiality and not disclose to third parties.
You agree to indemnify and hold harmless Overcut, its Affiliates, and representatives against claims arising from Your breach of this Agreement.
Overcut may refer to You as a customer in marketing and sales materials.
This Agreement is governed by the laws of the State of Israel. Disputes shall be resolved in the courts of Tel Aviv, Israel, subject to equitable relief elsewhere.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between the Parties with respect to such subject matter. You acknowledge and agree that in entering into this Agreement You have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement or the Software.
The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the maximum extent legally permitted, any law applicable to You requiring that the Agreement be localized to meet Your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. Amplication may be able (but is not obligated) to provide You with copies of this Agreement on written request. You consent to receive communications from Amplication electronically. Although Amplication may choose to provide You notice under this Agreement by postal mail, Amplication shall also be entitled to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on the Site (in which case the notice will be deemed given when You access the Site). In addition, You acknowledge and agree that when You clicks on any "SUBMIT", "I AGREE", "I ACCEPT", or similar button, You are submitting a legally binding electronic signature. Pursuant to any applicable laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE.
Amplication may assign this Agreement (or any of its rights and/or obligations hereunder) without Your consent, and without notice or obligation to You. This Agreement is personal to You, and You shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Amplication's prior express written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of each Party and its respective successors and assigns.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any Party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
No failure or delay on the part of any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Amplication, the writing must be duly signed by an authorized representative of Amplication), and shall be valid only in the specific instance in which given.
The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the Parties.
Except as may be expressly provided otherwise in this Agreement (such as Amplication's Affiliates, and licensors, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.
The Software is "commercial computer software" and the Documentation is "commercial computer software documentation," pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If Customer is an agency, department, employee or other entity of the United States Government, then Customer's access to and use of the Software shall be subject solely to the terms and conditions of this Agreement.
You represent and warrant that You are not a resident of (and You will not use the Software in) a country that the U.S. government has embargoed for use of the Software, and You shall not violate any Export Control Laws in connection with Your use of the Software. "Export Control Laws" means all applicable export and re-export control laws applicable to Licensee and/or Amplication, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
Except for any goods and services that Agreement expressly requires Amplication to provide, Amplication is under no obligation to provide any goods or services. You shall be solely responsible: (A) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed to use the Software; (B) for ensuring their compatibility with the Software; and (C) for obtaining (and maintaining) all consents and licenses necessary to exercise Your rights under the License.
Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).