The responsibilities that come with your account, your agents, and the actions you authorize.
These terms govern the Midnight Oil website and hosted application, operated by Counter Balance Labs LLC (“Midnight Oil,” “we,” or “us”). The person using the service is “you.” Contact us at logan@themediaside.com.
By creating an account or continuing to use Midnight Oil after these terms are presented to you, you accept them. If you use the service for an organization, you must have authority to act for that organization. Our Privacy Policy describes how we handle information.
1. Your account
You must be at least 18 years old and legally able to enter these terms. Provide accurate account information, keep credentials secure, and use only accounts and services you are authorized to access. You are responsible for activity you authorize through your account and for notifying us promptly of suspected unauthorized access.
Google sign-in is an optional way to authenticate. It does not give Midnight Oil access to your Gmail, Calendar, or other app content. Connected apps require their own authorization. Access through a work or school account may also be subject to your organization’s policies.
2. Agents, permissions, and approvals
Midnight Oil lets you create agents, assign work, save context, connect services, and coordinate with other users. Your instructions, permissions, and approvals determine what those agents may do. Review them carefully, including recipients, data to be shared, costs, and the effects of external actions.
An approval may allow an action to be carried out later as part of the work you authorized. Tasks and schedules can continue after you close a page or end a voice call. Use the task, schedule, and permission controls to stop or limit work. Revoking access cannot undo a message already sent, a record already created, or another completed external action.
Safety controls and confirmation steps reduce risk but cannot guarantee that an agent or provider will never make a mistake. You remain responsible for deciding whether an instruction or approval is appropriate and for reviewing consequential results.
3. Your content and AI results
You retain the rights you have in the material you submit. You give us permission to store, process, reproduce, and transmit that material only as needed to operate the service, perform your requested work, support sharing you enable, protect the service, and meet legal obligations. This permission does not give us ownership of your content.
You must have the rights or permission needed for the content and instructions you submit, including other people’s personal information. Do not provide data that requires protections, contractual arrangements, or regulatory approvals the service has not agreed to provide.
AI results can be inaccurate, incomplete, outdated, or similar to results produced for others. Check facts, sources, rights, and suitability before relying on or sharing a result. We claim no ownership of your generated results, but that does not guarantee that a result is protected by copyright or free of third-party rights. Your use of a provider’s output may also be governed by that provider’s terms.
The service does not provide professional legal, medical, financial, or other regulated advice. Obtain qualified advice when a decision requires it. Do not use the service as the sole basis for decisions that materially affect a person’s rights, safety, or access to important opportunities.
4. Third-party services and costs
AI providers, connected apps, connection infrastructure, and other third-party services are governed by their own terms, permissions, availability, and data practices. You must comply with those terms and use valid credentials. Providers may limit, suspend, or discontinue access independently of Midnight Oil.
Your provider or service accounts may incur charges when agents run, retry work, use voice, or call tools. Usage and cost displays are estimates and may be incomplete when a provider does not return final usage. They do not replace the provider’s bill. A ChatGPT subscription does not automatically cover API usage through Midnight Oil.
Any fees charged directly by Midnight Oil, subscription conditions, and cancellation terms will be disclosed for your agreement before a paid purchase. These terms do not authorize a new charge or subscription by themselves.
5. Acceptable use
Use Midnight Oil lawfully and respect other people’s rights. You must not use it to:
Access accounts, systems, data, or services without permission, or evade security or access controls.
Steal credentials, distribute malware, commit fraud, impersonate others deceptively, or send abusive or unsolicited bulk communications.
Infringe privacy, intellectual-property, or other legal rights, or share information you lack authority to share.
Harass or exploit people, or create or distribute illegal content.
Overload the service, interfere with other users, or attempt to defeat usage limits and safety controls.
We may investigate suspected misuse and restrict actions necessary to protect users, connected services, and the platform.
6. Availability and limitations
Midnight Oil is an evolving beta service. Features, limits, integrations, and behavior may change. Tasks may fail, be delayed, require review, or stop because a provider or service is unavailable. Maintain independent copies of important information; the service is not a guaranteed archive or emergency system.
To the extent permitted by applicable law, the service is provided “as is” and “as available,” without promises of uninterrupted operation, error-free output, or fitness for a particular purpose. We do not guarantee that every external action can be reversed or that every result will be preserved.
To the extent permitted by applicable law, we are not liable for indirect, incidental, special, or consequential losses resulting from your use of the service, including lost profits or business opportunities. Nothing in these terms excludes liability or consumer rights that applicable law does not allow us to exclude, including liability arising from fraud or intentional misconduct. These terms do not impose arbitration or a waiver of class-action rights.
7. Suspension and account deletion
You may stop using the service and request account deletion in Settings. Deletion revokes access and begins a cleanup process; it is not immediate erasure of every backup, log, or external copy. See the retention section of our Privacy Policy. You remain responsible for managing related subscriptions and revoking permissions at external providers where necessary.
We may suspend or end access for a material violation of these terms, unlawful use, security risk, or a legal requirement, or if we discontinue the service. Where practical and appropriate, we will provide notice and an opportunity to address the issue. We may act immediately when needed to protect the service or others.
Ending access does not reverse completed actions or erase obligations already incurred. Provisions that reasonably need to continue, including responsibility for completed actions, content rights, and applicable liability limits, continue after termination.
8. Changes and questions
We may revise these terms. We will post the updated version with an effective date and provide notice of material changes where required. If a change requires your agreement, we will request it. You may stop using the service if you do not accept the revised terms.
These terms do not remove mandatory rights under the law that applies to you. No exclusive court, governing jurisdiction, or mandatory arbitration process is designated in these terms. Contact logan@themediaside.com with questions or concerns so we can try to resolve them.