Optra Prism — Terms of Service

Effective Date: April 4, 2026 Last Updated: April 4, 2026 Entity: Grumatic, Inc. ("Company," "we," "us," "our")

1. Definitions

"Agreement" means these Terms of Service, together with any Order Form, Data Processing Agreement (DPA), and policies referenced herein.
"Customer," "you," "your" means the individual or legal entity that accepts this Agreement.
"Authorized User" means any individual authorized by Customer to access the Platform under Customer's account.
"Platform" means the Optra Prism service, including the Dashboard (dashboard.prism.optra-ai.com), Ingest Service, Prism Engine, Claude Code Plugin, APIs, documentation, and all associated software.
"Customer Data" means any data, content, code, prompts, telemetry, traces, logs, metrics, or other information submitted to or processed by the Platform by or on behalf of Customer. Customer Data includes, without limitation, LLM prompts, completions, OTLP telemetry, and code context captured through the Plugin or Ingest Service.
"Operational Metadata" means technical data about Platform usage patterns, performance, and system diagnostics that is automatically collected during operation. Operational Metadata expressly excludes Customer Data, Confidential Information, and Personal Data.
"Aggregate Data" means data derived from Customer Data or Operational Metadata that has been de-identified, anonymized, and aggregated such that it cannot reasonably be used to identify Customer or any individual.
"Prism Scores" means the intelligence outputs generated by the Platform, including Prompt Efficiency Scores (PES), Sub-Session Efficiency Scores (SSE), Skill scores, coaching recommendations, waste pattern analysis, throttle assessments, and rightsizing recommendations.
"Plugin" means the Optra Prism Claude Code plugin and any other IDE or agent integrations provided by Company.
"Order Form" means any ordering document, online subscription, or purchase flow referencing this Agreement.
"Free Tier" means access to the Platform at no charge, subject to usage limitations and the terms of Section 14.
"Documentation" means the technical documentation, user guides, and API references published by Company at docs.prism.optra-ai.com or successor URLs.

2. Acceptance and Scope

By creating an account, executing an Order Form, installing the Plugin, or otherwise accessing the Platform, you agree to be bound by this Agreement. If you are accepting on behalf of a legal entity, you represent that you have the authority to bind that entity.

This Agreement governs all use of the Platform. If there is a conflict between this Agreement and an Order Form, the Order Form controls for the scope of that order. Enterprise Agreements, if executed, supersede these Terms for the applicable Customer.

3. Account Terms and Eligibility

3.1 Eligibility. You must be at least 18 years of age and have the legal capacity to enter into this Agreement. If you are acting on behalf of an organization, you must have the authority to bind that organization.

3.2 Account Security. You are responsible for maintaining the confidentiality of your account credentials, including API keys (gck_* keys). You must promptly notify us at security@optra-ai.com of any unauthorized access or security breach. You are liable for all activity under your account, whether or not authorized by you.

3.3 Accurate Information. You must provide accurate, current, and complete information during registration and keep it updated. We may suspend or terminate accounts with materially inaccurate information.

3.4 One Account Per Entity. Each legal entity should maintain a single account. Re-registration after account termination is prohibited without our prior written consent.

4. License Grant and Access

4.1 License to Customer. Subject to this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes during the term of this Agreement.

4.2 License to Plugin. We grant you a non-exclusive, non-transferable license to install and use the Plugin solely in connection with the Platform and in accordance with the Documentation.

4.3 Restrictions. You shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
(b) modify, adapt, translate, or create derivative works of the Platform;
(c) sublicense, resell, rent, lease, or distribute the Platform to any third party;
(d) use the Platform to develop a competing product or service, or for competitive benchmarking or analysis;
(e) remove, obscure, or alter any proprietary notices on the Platform;
(f) circumvent or disable any security or access controls;
(g) transmit malicious code, viruses, or any code designed to disrupt or damage the Platform;
(h) use the Platform for any unlawful purpose or in violation of applicable laws;
(i) use the Platform for High-Risk Activities (defined as activities where failure could lead to death, personal injury, or severe environmental damage);
(j) exceed applicable rate limits, usage quotas, or storage limits; or
(k) use automated means to access the Platform except through our published APIs.

5. Intellectual Property

5.1 Platform IP. The Platform, including all software, algorithms, models, user interfaces, designs, Documentation, trademarks, and trade secrets, is and remains the exclusive property of Company and its licensors. Nothing in this Agreement transfers ownership of any Company IP to you.

5.2 Customer Data Ownership. You retain all right, title, and interest in and to your Customer Data. We claim no ownership of Customer Data.

5.3 License to Process Customer Data. You grant us a non-exclusive, worldwide license to use, process, store, transmit, and display Customer Data solely to (a) provide and operate the Platform, (b) generate PRISM Scores and intelligence outputs for you, and (c) comply with applicable law. This license terminates upon deletion of Customer Data in accordance with Section 13.

5.4 No Training on Customer Data. We will not use Customer Data to train, develop, fine-tune, or otherwise improve any machine learning models, algorithms, or products — whether ours or any third party's. This prohibition survives termination of this Agreement.

5.5 Aggregate Data. We may create Aggregate Data derived from Operational Metadata. We own all right, title, and interest in Aggregate Data. Aggregate Data may be used for product improvement, benchmarking, and research, provided it cannot reasonably identify you or any individual. We will not publicly disclose Aggregate Data in any form that could identify Customer.

5.6 Operational Metadata. We may collect Operational Metadata to monitor, improve, and secure the Platform. We will not externally disclose Operational Metadata except in aggregated and anonymized form.

5.7 Feedback. If you provide suggestions, ideas, enhancement requests, or other feedback about the Platform ("Feedback"), you grant us an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use, modify, and incorporate Feedback into our products and services without attribution or compensation. Feedback does not constitute Customer Data or Confidential Information.

6. Data Processing and Telemetry

6.1 Data Flow. The Platform processes Customer Data through the following pipeline: Plugin/SDK captures telemetry → Ingest Service (OTLP) → NATS JetStream → S3 (Parquet) → Prism Engine (DataFusion queries, PRISM scoring). All stages are subject to the data protections in this Agreement.

6.2 Processing Purposes. We process Customer Data exclusively for: (a) ingesting, storing, and querying telemetry; (b) computing PRISM scores and intelligence outputs; (c) displaying analytics and dashboards; (d) providing API responses to your authorized requests; and (e) as required by law.

6.3 Third-Party LLM Processing. Certain intelligence features (e.g., LLM-powered PRISM scoring, insights reports) may transmit portions of Customer Data to third-party LLM providers (e.g., Anthropic, OpenAI) for processing. When this occurs: (a) only the minimum data necessary is transmitted, (b) we maintain data processing agreements with such providers, (c) these providers are contractually prohibited from using your data for model training, and (d) you may disable LLM-powered features at any time via the Dashboard.

6.4 Security. We implement industry-standard administrative, technical, and physical safeguards to protect Customer Data, including: TLS 1.2+ encryption in transit, AES-256 encryption at rest, IAM role-based access for cloud infrastructure (no static keys), and access controls for all internal systems. We regularly review and update our security practices.

6.5 Data Processing Agreement. For Customers subject to GDPR or other data protection regulations, we offer a Data Processing Agreement (DPA) governing our processing of Personal Data. The DPA is available at [optra-ai.com/legal/dpa] or upon request at legal@optra-ai.com.

6.6 Sub-processors. We maintain a list of sub-processors at [optra-ai.com/legal/sub-processors]. Current sub-processors include AWS (S3, compute), Supabase (PostgreSQL), and payment processors. We will notify you at least 30 days before engaging a new sub-processor that processes Customer Data.

7. AI Output Disclaimer

7.1 Informational Only. PRISM Scores, coaching recommendations, waste pattern analysis, throttle assessments, rightsizing suggestions, and all other intelligence outputs generated by the Platform are provided for general informational purposes only. They do not constitute professional advice of any kind, including but not limited to legal, financial, security, or compliance advice.

7.2 No Accuracy Guarantee. While we strive to provide accurate and useful intelligence outputs, we make no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any Platform outputs. Heuristic scoring operates at approximately 70% accuracy; LLM-powered scoring at approximately 90% accuracy. Actual accuracy may vary.

7.3 Customer Responsibility. You are solely responsible for evaluating and acting upon Platform outputs. Reliance on PRISM Scores, recommendations, or other outputs is at your own risk. We are not liable for decisions made based on Platform outputs.

8. Fees and Payment

8.1 Fees. You agree to pay all fees specified in your Order Form or subscription plan. All fees are quoted in U.S. dollars unless otherwise specified.

8.2 Billing. Subscription fees are billed in advance on a monthly or annual basis, as selected during signup. Annual subscriptions are billed in a single payment at the start of the billing period.

8.3 Auto-Renewal. Subscriptions automatically renew at the end of each billing period unless you cancel at least 30 days before the renewal date. We will notify you before any price increases take effect upon renewal.

8.4 Non-Refundable. Fees are non-cancelable and non-refundable, except as expressly set forth in this Agreement or as required by applicable law.

8.5 Taxes. All fees are exclusive of taxes, duties, levies, and similar governmental assessments. You are responsible for all taxes associated with your subscription, excluding taxes on our net income.

8.6 Late Payment. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend access to the Platform if payment is more than 15 days overdue, after providing at least 10 business days' written notice.

8.7 Disputes. If you dispute a charge in good faith, you must notify us within 30 days of the invoice date. Payment of undisputed amounts must continue during the dispute. We will not suspend access while a bona fide billing dispute is being resolved.

9. Confidentiality

9.1 Definition. "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer's Confidential Information. The Platform's non-public technical details, pricing, and roadmap are Company's Confidential Information.

9.2 Obligations. The receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as this section.

9.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is independently developed without reference to Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4 Compelled Disclosure. If required by law, regulation, or legal process to disclose Confidential Information, the receiving party shall promptly notify the disclosing party (to the extent legally permitted) and cooperate in any effort to seek protective treatment.

9.5 Survival. Confidentiality obligations survive for five (5) years after disclosure, or indefinitely for trade secrets.

10. Warranties and Disclaimers

10.1 Limited Warranty. We warrant that during the subscription term, the Platform will perform materially in accordance with the Documentation. If we breach this warranty, your exclusive remedy is, at our option: (a) correction of the non-conformity, or (b) termination of your subscription with a pro-rata refund of unused prepaid fees.

10.2 Mutual Warranties. Each party warrants that: (a) it has the legal authority to enter into this Agreement; (b) its performance will not violate any applicable law or third-party agreement; and (c) it will comply with all applicable laws in connection with this Agreement.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10.4 Beta Features. Any features identified as "beta," "preview," "experimental," or similar are provided "AS IS" without warranty. Beta features may be modified, suspended, or discontinued at any time without notice. We are not liable for any harm arising from your use of beta features.

11. Limitation of Liability

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to: (a) either party's indemnification obligations under Section 12; (b) Customer's payment obligations; (c) either party's breach of confidentiality obligations; (d) Company's breach of Section 5.4 (No Training on Customer Data); or (e) either party's gross negligence, fraud, or willful misconduct.

12. Indemnification

12.1 By Company. We will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that Customer's authorized use of the Platform infringes a third party's U.S. patent, copyright, trademark, or trade secret ("IP Claim"), and will pay any damages finally awarded or settlement amounts approved by us. This obligation does not apply if the claim arises from: (a) Customer Data; (b) modifications to the Platform not made by us; (c) use of the Platform in combination with non-Company products; or (d) use of the Platform in violation of this Agreement.

12.2 By Customer. Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claim arising from: (a) Customer Data, including claims that Customer Data infringes a third party's intellectual property rights; (b) Customer's use of the Platform in violation of this Agreement; or (c) Customer's violation of applicable law.

12.3 Procedure. The indemnifying party has sole control of the defense and settlement, provided that any settlement requiring the indemnified party to admit liability or pay money must be approved in writing. The indemnified party shall provide prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party.

13. Term and Termination

13.1 Term. This Agreement commences when you first access the Platform and continues until terminated. Paid subscriptions run for the term specified in the applicable Order Form and auto-renew per Section 8.3.

13.2 Termination for Convenience. Either party may terminate a paid subscription by providing written notice at least 30 days before the end of the then-current billing period. Termination takes effect at the end of the paid period.

13.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 30 days after written notice; or (b) becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.

13.4 Suspension. We may suspend your access to the Platform immediately if: (a) your account is more than 15 days past due (after notice per Section 8.6); (b) we reasonably determine your use poses a security risk to the Platform or other customers; or (c) required to comply with law or legal process.

13.5 Effect of Termination. Upon termination: (a) all licenses granted hereunder terminate; (b) you must cease all use of the Platform and uninstall the Plugin; (c) each party must return or destroy the other's Confidential Information; and (d) outstanding fees become immediately due.

13.6 Post-Termination Data Export. Following termination, you have 30 days to export your Customer Data via the Platform's API or Dashboard export functionality. After the 30-day export window, we will delete all Customer Data from our active systems within 30 days. Copies in backup systems will be deleted in accordance with our backup retention schedule (not to exceed 90 days). We will provide reasonable assistance with data export upon request.

13.7 Survival. Sections 5 (Intellectual Property), 7 (AI Output Disclaimer), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.6 (Post-Termination Data Export), and 15 (Governing Law) survive termination.

14. Free Tier and Trial Terms

14.1 Free Tier. If you use the Platform under the Free Tier, the following additional terms apply:

(a) The Free Tier is provided "AS IS" without warranty, support, or SLA;
(b) We may modify, limit, or discontinue the Free Tier at any time with 15 days' notice;
(c) We may impose or modify usage limits at any time;
(d) Our total liability under the Free Tier is limited to $100;
(e) Customer Data on Free Tier accounts is not subject to the post-termination data export period — it may be deleted upon account termination.

14.2 Free Trials. If you enroll in a free trial of a paid plan, the trial converts to a paid subscription at the end of the trial period unless you cancel before the trial ends. We will notify you before the trial expires.

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are excluded.

15.2 Jurisdiction. Any dispute arising out of or relating to this Agreement that is not resolved through informal negotiation within 30 days shall be resolved exclusively in the state and federal courts located in San Francisco County, California. Each party consents to the personal jurisdiction of such courts.

15.3 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

16. Export Controls and Government Use

16.1 Export Compliance. You represent that you are not located in, or a resident of, any country subject to U.S. trade sanctions, and that you are not on any U.S. government restricted parties list. You will comply with all applicable export control laws and regulations in your use of the Platform.

16.2 U.S. Government Use. The Platform constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use by U.S. government agencies is subject to these Terms.

17. General Provisions

17.1 Entire Agreement. This Agreement, together with any Order Forms and DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, and representations.

17.2 Amendments. We may update these Terms by posting a revised version on our website. Material changes will be communicated via email or Dashboard notification at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

17.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void.

17.4 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary, and all remaining provisions remain in full force.

17.5 Waiver. Failure to enforce any provision is not a waiver of that provision or any other provision.

17.6 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power or internet failures, or third-party service outages. This does not excuse payment obligations.

17.7 Notices. Legal notices must be sent to legal@optra-ai.com (for Company) or to the email address on Customer's account (for Customer). Notices are effective upon confirmed receipt.

17.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.9 Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.

17.10 Marketing. We may identify you as a customer and use your name and logo on our website and in marketing materials. You may opt out by emailing marketing@optra-ai.com.

Contact Information

Grumatic, Inc. Email: legal@optra-ai.com Website: optra-ai.com/legal