Octarin · NACE AI, Inc.
Terms of Service
Last updated: June 7, 2026 · Effective: June 7, 2026
These Terms govern your access to and use of Octarin, an AI-coding-agent usage and spend analytics platform operated by NACE AI, Inc. Please read them carefully — they include important limitations of liability, a disclaimer of warranties, and a binding arbitration and class-action waiver.
By using the Services or sending data to them, you agree to these Terms on behalf of yourself and any organization you represent.
1.Agreement to These Terms
These Terms of Service ("Terms") are a binding legal agreement between NACE AI, Inc., a Delaware C corporation ("NACE AI," "Company," "we," "us," or "our"), and the individual or entity that accesses or uses Octarin ("Customer," "you," or "your"). Octarin and all related websites, applications, dashboards, capture agents, command-line tools, APIs, and documentation are collectively the "Services."
By accessing or using the Services, by clicking "I agree" or a similar control, by installing or running any Octarin capture agent, or by directing or permitting any user to send data to the Services, you accept these Terms and represent that you have the authority to bind yourself and any organization on whose behalf you act. If you do not agree, you must not access or use the Services.
If you enter into a separate written master agreement or order form with NACE AI, that agreement governs to the extent it conflicts with these Terms; otherwise, these Terms apply in full.
2.Eligibility and Accounts
You must be at least 18 years old and capable of forming a binding contract. The Services are intended for business and professional use only and are not directed to consumers or to children.
You are responsible for all activity that occurs under your account, organization, API keys, and capture agents, whether or not authorized by you. You must keep credentials, API keys, and access tokens confidential and notify us immediately of any suspected unauthorized use. We are not liable for any loss arising from unauthorized use of your account, and you remain responsible for all fees and obligations incurred.
You are responsible for the acts and omissions of every user, teammate, contributor, or token-sender that you invite, enable, or whose data you cause to be transmitted to the Services, and their use is deemed your use.
3.Description of the Services
Octarin is an analytics platform that captures, stores, summarizes, scores, and visualizes telemetry from AI coding agents and related development tools (for example, Claude Code, Cursor, Codex, Antigravity, GitHub Copilot, Hermes, and OpenClaw) so that organizations can understand usage, spend, productivity, and outcomes across their teams.
The Services may ingest, among other things: prompts and responses; tool, file, and command activity; model identifiers; token counts and computed cost; repository and environment names; pseudonymous user references (which may include email addresses); session metadata; and, where you enable it, attached files or images. The Services apply automated analysis, including large language models, to generate summaries, labels, scores, statistics, and answers.
The Services are provided on an evolving basis. We may add, change, suspend, or remove features, models, integrations, limits, or functionality at any time, with or without notice.
4.Acceptable Use
You agree not to, and not to permit any user to:
- use the Services in violation of any law, regulation, or third-party right, or to transmit data you are not authorized to collect, process, or disclose;
- send to the Services any payment-card data, government identifiers, health information, or other special-category or highly sensitive data except as expressly supported and configured;
- reverse engineer, decompile, scrape, or attempt to derive source code, models, or underlying ideas of the Services, except to the extent this restriction is prohibited by law;
- resell, sublicense, time-share, or provide the Services to third parties as a service bureau;
- circumvent usage limits, rate limits, or access controls, or probe, scan, or test the vulnerability of the Services without our prior written consent;
- interfere with or disrupt the integrity or performance of the Services, or introduce malware or harmful code; or
- use the Services to build, train, or benchmark a competing product, or to misappropriate our confidential information or intellectual property.
We may investigate suspected violations and may suspend or terminate access immediately, without liability, to protect the Services, our other customers, or any person.
5.Customer Data; License to NACE AI
All data that you or your users submit to, or that is captured by, the Services is "Customer Data." As between the parties, and subject to the licenses you grant below, you retain ownership of Customer Data you lawfully provide.
You grant NACE AI a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, copy, transmit, store, process, analyze, display, and otherwise use Customer Data to operate, provide, secure, maintain, support, and improve the Services and to develop new features and offerings, and as otherwise permitted by these Terms or our Privacy Policy.
You represent and warrant that you have obtained all rights, consents, authorizations, and lawful bases necessary for NACE AI to collect and process Customer Data as contemplated by these Terms, including any notices to or consents from your personnel, contractors, and other individuals whose activity is captured. You are solely responsible for the accuracy, quality, legality, and your right to use Customer Data.
6.Aggregated, De-Identified, and Derived Data
We continuously generate analytics, statistics, models, embeddings, indices, benchmarks, insights, and other materials derived from use of the Services and from Customer Data (collectively, "Derived Data"). We may create aggregated and/or de-identified data that does not identify you or any individual or organization ("Aggregated Data").
You grant NACE AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to create and to use Derived Data and Aggregated Data for any lawful business purpose, including to operate, analyze, secure, and improve the Services; to develop, train, evaluate, and improve machine-learning models, algorithms, and new products; and to compile industry benchmarks and statistics. NACE AI owns all Derived Data and Aggregated Data and all intellectual property therein.
We will not use Customer Data that directly identifies you or your individual users to train models that are made generally available to other customers without your consent, except in de-identified or aggregated form. This right survives termination.
7.Capture Agents, Consent, and End Users
The Services rely on capture agents and integrations that you or your users install in development environments. You are responsible for deciding what to capture, for configuring redaction and other controls we may offer, and for ensuring that every individual whose prompts, code, tool activity, or other data is captured has received all legally required notices and, where applicable, has provided consent.
Because captured telemetry may include source code, file paths, prompts, and other potentially sensitive material, you assume all risk and responsibility for what you choose to transmit. NACE AI is a processor acting on your instructions with respect to such Customer Data and is not responsible for your decisions about what to capture or disclose.
8.Fees, Billing, and Taxes
Paid plans are billed in advance on a recurring basis according to the plan or order you select. Unless stated otherwise, subscriptions automatically renew for successive periods at the then-current rates until cancelled, and you authorize us (and our payment processor) to charge your payment method for all applicable fees.
All fees are non-cancellable and non-refundable except as expressly required by law. We may change pricing, plans, and usage limits at any time; changes apply at the start of your next billing period. You are responsible for all taxes, duties, and similar charges, excluding taxes on our net income.
If any amount is overdue, we may suspend the Services and charge interest at the lower of 1.5% per month or the maximum permitted by law, plus collection costs.
9.Intellectual Property
The Services, including all software, models, designs, text, graphics, interfaces, documentation, and the look and feel, and all related intellectual property rights, are and remain the exclusive property of NACE AI and its licensors. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes during the term, subject to these Terms.
No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved. "Octarin," "NACE AI," and related names and logos are our trademarks and may not be used without our prior written permission.
Outputs of the Services (such as summaries, scores, labels, and answers) are provided to you for your internal use; to the extent such outputs incorporate our intellectual property, Derived Data, or Aggregated Data, those underlying rights remain ours.
10.Feedback
If you provide suggestions, ideas, feature requests, or other feedback about the Services ("Feedback"), you grant NACE AI a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and transferable license to use and exploit the Feedback for any purpose without restriction, attribution, or compensation. Feedback is provided voluntarily and is not your confidential information.
11.Third-Party Services and Integrations
The Services interoperate with third-party products and infrastructure, including AI model providers and cloud, database, email, and authentication providers. Your use of any third-party service is governed by that third party's terms, and we are not responsible or liable for third-party services, their availability, or their acts or omissions. We may add, change, or remove third-party providers at any time.
12.AI Outputs and Accuracy Disclaimer
The Services use automated systems and large language models to generate summaries, labels, complexity assessments, success scores, statistics, recommendations, and chat answers. Such outputs are probabilistic, may be incomplete, inaccurate, or misleading, and must not be relied upon as a sole basis for employment, compensation, disciplinary, financial, or other consequential decisions. You are responsible for independently verifying outputs and for any decisions you make using the Services.
13.Beta and Pre-Release Features
We may offer features identified as beta, preview, experimental, or evaluation ("Beta Features"). Beta Features are provided "as is," may be changed or discontinued at any time, are not covered by any service commitment, and may be used at your sole risk. Our liability for Beta Features is excluded to the maximum extent permitted by law.
14.Capture Software and Updates
We grant you a limited license to install and run the Octarin capture agents and command-line tools solely to transmit data to the Services in accordance with these Terms. We may update, modify, or require updates to such software at any time. You are responsible for maintaining your environment and for the security of any keys deployed to it.
15.Disclaimer of Warranties
THE SERVICES, INCLUDING ALL OUTPUTS, DERIVED DATA, AND BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NACE AI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
NACE AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCURATE, THAT DATA WILL NOT BE LOST OR CORRUPTED, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES.
16.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NACE AI AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NACE AI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO NACE AI FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS ($50). THESE LIMITATIONS APPLY IN THE AGGREGATE AND NOT PER INCIDENT.
THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS; IN SUCH CASES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17.Indemnification
You will defend, indemnify, and hold harmless NACE AI and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your users' use of the Services; (b) Customer Data, including any claim that its collection, processing, or disclosure violates law or third-party rights, or that you lacked required consents; (c) your breach of these Terms or violation of law; or (d) your decisions or actions taken based on outputs of the Services.
We will provide you with prompt notice of any claim subject to indemnification, and we may participate in the defense with counsel of our choosing at our own expense; you may not settle any claim in a manner that imposes any obligation or liability on NACE AI without our prior written consent.
18.Term, Suspension, and Termination
These Terms apply for as long as you access or use the Services. We may suspend, restrict, or terminate your access to all or part of the Services at any time, for any or no reason, with or without notice, including for actual or suspected violation of these Terms, non-payment, risk to the Services or others, or legal requirement.
You may stop using the Services at any time and may close your account through available controls or by contacting us. Upon termination, your license to use the Services ends immediately. You may request export of Customer Data within thirty (30) days after termination; after that period we may delete or de-identify Customer Data, except for Derived Data, Aggregated Data, backups, and data we are required or permitted to retain.
Sections relating to data licenses, Derived and Aggregated Data, intellectual property, feedback, disclaimers, limitation of liability, indemnification, dispute resolution, and any provision that by its nature should survive, survive termination.
19.Binding Arbitration and Class-Action Waiver
PLEASE READ CAREFULLY: THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in the courts described below), any dispute, claim, or controversy arising out of or relating to the Services or these Terms will be resolved exclusively by final and binding arbitration administered on a confidential basis under the rules of a recognized arbitration body, before a single arbitrator, seated in Delaware, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ARISES OR IT IS PERMANENTLY BARRED.
20.Governing Law and Venue
These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to the arbitration section above, the state and federal courts located in Delaware have exclusive jurisdiction, and you consent to personal jurisdiction and venue there and waive any objection to such venue.
21.Changes to the Services
We may modify, suspend, or discontinue any part of the Services, including features, integrations, models, and limits, at any time and without liability. We are not obligated to maintain backward compatibility or to retain any data or feature.
22.Changes to These Terms
We may update these Terms at any time by posting the revised Terms with a new "Last updated" date. Material changes will take effect upon posting unless we indicate otherwise. Your continued access to or use of the Services after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Services.
23.General Provisions
Entire Agreement. These Terms, together with our Privacy Policy and any order form or written agreement, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings.
Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent; any attempted assignment in violation is void. We may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets.
Force Majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, outages, attacks, provider failures, or governmental action.
Severability and Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver.
Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. These Terms create no third-party beneficiary rights.
Export and Compliance. You will comply with all applicable export, sanctions, and anti-corruption laws and represent that you are not located in, or a resident of, any embargoed jurisdiction or on any restricted-party list.
Notices. We may provide notices via the Services, email, or by posting. Legal notices to NACE AI must be sent to dos@nace.ai (NACE AI, Inc., a Delaware C corporation, Attn: Legal).
Contact. Questions about these Terms: dos@nace.ai. General support: support@nace.ai.