TERMS OF SERVICE

Last Updated: December 1, 2025

1. INTRODUCTION AND ACCEPTANCE These Terms of Service (“Terms”) are a binding legal agreement between Optimal AI, Inc. (“Optimal AI,” “Company,” “we,” “us,” or “our”) and you (“Customer,” “User,” or “you”). These Terms govern your access to and use of our website (https://getoptimal.ai/), our AI-powered coding agents, engineering insights dashboards, integrations, and related software services (collectively, the “Services”).

BY REGISTERING FOR, ACCESSING, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

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2. DEFINITIONS To ensure clarity regarding our capabilities, we define the following:

“AI Agents” means the autonomous or semi-autonomous software components of the Service (including specific branded agents we may release) that perform tasks such as analyzing code, generating suggestions, or updating tickets based on your instructions.
“Customer Content” means any source code, repositories, documentation, project management data (e.g., Jira/Linear tickets), text prompts, or instructions you submit to the Services.
“Output” means the code reviews, suggestions, documentation, engineering metrics, text generations, or autonomous actions generated by the Services in response to Customer Content.

3. ACCOUNT REGISTRATION AND SECURITY

Eligibility: You must be at least 18 years old to use the Services. If you are under 18, you may not use the Services.
Authentication: You may register via email or via Single Sign-On (SSO) integrations (e.g., GitHub, Google, Microsoft). You are responsible for maintaining the security of your credentials and authentication tokens.
Responsibility: You are responsible for all activities that occur under your account, including the actions of your Authorized Users (e.g., employees, contractors). You must notify us immediately of any unauthorized use of your account.

4. USE OF THE SERVICES A. License Grant Subject to your compliance with these Terms and payment of applicable fees, Optimal AI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

B. AI Agents & Human-in-the-Loop The Services utilize Artificial Intelligence (AI) to provide code reviews and suggestions.

Review Requirement: You acknowledge that AI models are probabilistic and may produce errors, "hallucinations," or insecure code suggestions. You agree to review all Outputs (including code suggestions and PR summaries) before merging, deploying, or relying on them. Optimal AI is not responsible for bugs or vulnerabilities introduced by unreviewed AI suggestions.
Autonomous Actions: If you enable "Agentic" features (e.g., allowing an AI Agent to automatically close tickets, label issues, or merge PRs), you explicitly authorize the Service to act on your behalf within your connected third-party platforms.

C. Engineering Insights Our Services may ingest metadata from your repositories to generate Engineering Metrics (e.g., Cycle Time, Merge Frequency). You acknowledge that these metrics are estimates based on available data and should not be used as the sole basis for performance management or personnel decisions.

D. Prohibited Uses You may not:

Use the Services to generate malware, hate speech, or content that promotes illegal acts.
Reverse engineer, decompile, or attempt to discover the source code or underlying models of the Services.
Use the Services to build a competitive product.
Attack the Services via a denial-of-service or distribute viruses/worms.

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5. INTELLECTUAL PROPERTY & DATA RIGHTS A. Ownership of Customer Content You retain all rights, title, and ownership of your Customer Content (including your source code). You grant Optimal AI a worldwide, royalty-free, limited license to access, process, and use your Customer Content solely to provide the Services to you.

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B. Ownership of Output Optimal AI hereby assigns to you all right, title, and interest in and to the Outputs generated specifically for you by the Services. You own the code suggestions we give you.

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C. No Training on Private Code Optimal AI represents and warrants that it does not use your proprietary Customer Content (specifically private source code) to train its foundational third-party Large Language Models (LLMs) (e.g., Google, Anthropic models). We process your Source Code ephemerally to generate predictions, though we may retain metadata and calculated metrics to provide Engineering Insights.

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D. Optimal AI IP We own the Services, the Aggregated Data (anonymized usage statistics), the vector embedding methodologies, and our pre-existing IP (including the "Optimal AI" trademark).

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6. THIRD-PARTY INTEGRATIONS & LLM PROVIDERS

LLM Providers: Our Services are powered by third-party models (e.g., Google, Anthropic). Your use of the Services is subject to the usage policies of these providers regarding safety and illegal content.
Integrations: If you connect the Service to third-party platforms (GitHub, GitLab, Jira), you acknowledge that Optimal AI is not responsible for the availability, performance, or content of those platforms.

7. FEES AND PAYMENT

Subscriptions: Services are billed on a subscription basis (Monthly or Annual). Payments are non-refundable except as required by law.
Billable Units: Fees are calculated based on the number of “Billable Units” (also referred to as "Seats" or "Active Contributors") used during the billing period. You acknowledge that a “Billable Unit” may include:
- (a) Any individual with a registered user account who logs into the Services; AND/OR
- (b) Any unique committer, developer, or contributor whose source code, pull requests, or metadata are analyzed or processed by the Services during the billing period, regardless of whether such individual actively logs into the Service.
True-Up: If your usage of Billable Units exceeds the quantity set forth in your Order Form, we reserve the right to bill you for the overage at our then-current rates on a prorated basis for the remainder of the billing cycle.
Renewal: Subscriptions automatically renew unless cancelled before the end of the current billing cycle.

8. CONFIDENTIALITY Each party (“Receiving Party”) agrees to protect the Confidential Information of the other party (“Disclosing Party”) with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes your Source Code and our Pricing/Technical Architecture.

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9. DISCLAIMERS THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIMAL AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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SPECIFIC AI DISCLAIMER: WE DO NOT WARRANT THAT THE AI OUTPUTS WILL BE ACCURATE, BUG-FREE, OR SECURE. THE SERVICE IS A CO-PILOT, NOT A REPLACEMENT FOR HUMAN JUDGMENT. YOU ASSUME SOLE RESPONSIBILITY FOR THE SELECTION AND USE OF THE OUTPUTS.

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10. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPTIMAL AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL). OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO OPTIMAL AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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11. INDEMNIFICATION You agree to indemnify and hold harmless Optimal AI from any claims, damages, or losses arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Content violating the intellectual property rights of a third party; or (c) your violation of any applicable law.

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12. DISPUTE RESOLUTION (ARBITRATION)

Binding Arbitration: Any dispute arising out of these Terms will be resolved through binding arbitration administered by JAMS or AAA, rather than in court.
Class Action Waiver: YOU AND OPTIMAL AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION.
Opt-Out: You may opt out of this arbitration agreement within 30 days of accepting these Terms by sending a written notice to Optimal AI, Inc., 2261 Market Street, STE 22540, San Francisco, CA 94114.

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13. GENERAL PROVISIONS

Governing Law: These Terms are governed by the laws of the State of California.
Changes: We may update these Terms from time to time. If changes are material, we will provide reasonable notice. Continued use of the Services implies acceptance.
Severability: If any provision is found unenforceable, the remaining provisions will remain in full effect.

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14. CONTACT US If you have questions about these Terms, please contact us at:

Optimal AI, Inc. 2261 Market Street, STE 22540 San Francisco, CA 94114 Email: support@getoptimal.ai