Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Agentic Tool Optimization (“ATO,” the “Service,” or the “Product”), including the open-source desktop application, the agentictool.ai website, and the optional cloud service at ato-cloud (the “Cloud Service”), all operated by Guilherme Nigri (“we,” “us,” or “our”).

By installing the desktop application, by signing up for the Cloud Service, or by otherwise using the Service, you agree to these Terms. If you do not agree, do not install the application or use the Service.

1. Eligibility

You must be at least 18 years old to use the Service. By using it, you represent that you meet that requirement. The Service is intended for software developers and technical professionals; it is not suitable for use by children.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. The two components of the Service

2.1 The open-source desktop application

The ATO desktop application is licensed under the MIT License. The full license text is available in the open-source repository at github.com/WillNigri/Agentic-Tool-Optimization. The MIT License governs your use of the desktop application source code and binaries, including the right to use, copy, modify, merge, publish, distribute, sublicense, and sell copies of the software, subject to the conditions in the LICENSE file.

The desktop application is provided “AS IS,” without warranty of any kind, as stated in the MIT License.

2.2 The Cloud Service

The Cloud Service (signed-in account, sync, optional paid tiers when available) is provided under a separate license. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Cloud Service in accordance with these Terms. The Cloud Service is operated as software-as-a-service; you do not receive any rights in the underlying source code, infrastructure, or know-how.

Use of the Cloud Service is also subject to our Privacy Policy.

3. Accounts

To use the Cloud Service you must register for an account by providing an email address, a password, and a display name. You agree to provide accurate information and to keep it current. You are responsible for safeguarding your password and for all activity under your account. Notify us promptly at will@nigri.io if you suspect unauthorized access.

One account per person, unless we expressly permit otherwise (e.g., a team-tier seat granted to your organization).

You may delete your account at any time via in-product Settings → Privacy → Delete account, or by request to will@nigri.io. Deletion is subject to a 30-day grace period during which you can cancel, after which data is irreversibly removed except where retention is required by law.

4. Subscription tiers (when available)

The Service is currently offered free of charge while in early access. As paid tiers are introduced (Pro, Team, Enterprise), the pricing, included features, and billing terms will be presented before you commit to a subscription. You will not be charged without explicit consent at the point of upgrade.

When billing is live, the following will apply:

• Subscriptions auto-renew unless cancelled before the renewal date.
• You can cancel at any time from in-product Settings; cancellation takes effect at the end of the current billing period.
• We do not refund partial billing periods except where required by law.
• We may change prices on at least 30 days’ written notice; changes apply at the next renewal.
• Taxes are your responsibility unless we are required by law to collect them on your behalf.

5. Your use of the Service

You agree not to:

• Use the Service for any illegal purpose, including to violate intellectual property rights, harass others, or distribute malware;
• Reverse engineer or attempt to extract source code from any closed-source components of the Cloud Service (the desktop application is MIT-licensed and can be modified freely; this restriction applies to ato-cloud only);
• Probe, scan, or test the vulnerability of the Cloud Service except as permitted by our responsible disclosure policy at will@nigri.io;
• Use the Service to send unsolicited communications;
• Attempt to gain unauthorized access to other accounts or to our infrastructure;
• Use the Service to train competing AI models without our written permission;
• Circumvent rate limits, usage quotas, or tier restrictions through technical means;
• Misrepresent your affiliation with us or with any other person or entity.

We may suspend or terminate your access for material breach of these Terms, with notice where practicable.

6. LLM providers and the “bring your own key” (BYOK) model

ATO orchestrates dispatches to third-party Large Language Model (LLM) providers, including Anthropic, OpenAI, Google, MiniMax, Grok, DeepSeek, Qwen, OpenRouter, and others. Two arrangements are possible:

• BYOK (current default for individual users) — you supply your own API key, or you authenticate via your own CLI subscription (e.g., Claude Max). In this case, you have a direct contractual relationship with the LLM provider; their terms and privacy policy apply to your prompts and responses; we are not a party to that relationship. We act as a transient pass-through for the dispatch.
• ATO-managed credentials (future Pro/Team/Enterprise feature, when offered) — you may opt into using API credits or model access supplied by us. In that case we will be the controller of the LLM-provider relationship for the dispatch, and our Privacy Policy and Subprocessor List will reflect the arrangement.

In either case, the prompts you send and the responses you receive are governed by the policies of the LLM provider in question for everything that happens on their servers. We do not control how those providers process your content. You are responsible for not sending content to LLM providers that you are not permitted to share with them.

7. Your content

You retain all ownership rights in any content you author, dispatch, store, or sync through the Service (“Your Content”). We do not claim ownership in Your Content.

You grant us a limited, non-exclusive license to host, store, process, and transmit Your Content solely for the purpose of operating the Service for you — for example, syncing your traces across your devices, or forwarding a prompt to an LLM provider you selected. This license terminates when you delete the relevant content or your account.

You are responsible for the legality of Your Content. Do not upload, dispatch, or sync content that you do not have the right to use, or content that violates the rights of third parties.

8. Our intellectual property

The desktop application is licensed to you under the MIT License as set out in Section 2.1.

The Cloud Service’s back-end source code, infrastructure, branding (including the “ATO” and “Agentic Tool Optimization” marks), website content, and documentation outside the open-source repository are our property or our licensors’, and are protected by intellectual property law. Except for the rights expressly granted in these Terms or in the MIT License, no rights are granted to you.

9. Open-source contributions

The desktop application accepts open-source contributions under its CONTRIBUTING document and the MIT License. By submitting a contribution (pull request, issue, suggestion), you license your contribution to us and to all users of the project under the MIT License unless otherwise specified. We may accept, reject, or modify any contribution at our discretion.

10. Third-party services and links

The Service integrates with third-party services (LLM providers, hosting infrastructure, email delivery, future payment processor) and may link to third-party websites. We are not responsible for those third parties’ content, practices, or policies. Your use of any third-party service is governed by the terms of that third party.

11. Disclaimers

EXCEPT WHERE PROHIBITED BY LAW:

• THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.

Specifically with respect to LLM outputs: LLM-generated responses may be inaccurate, incomplete, biased, or otherwise unsuitable for your purposes. You are responsible for reviewing LLM output before relying on it for any decision, code change, communication, or other action. We make no representation that LLM output is correct, safe, or appropriate.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR DAMAGE TO REPUTATION, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE OR LLM OUTPUTS.
• OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD 100 IF YOU HAVE NOT PAID US ANYTHING, WHICHEVER IS GREATER.

Some jurisdictions do not allow the limitation or exclusion of certain damages; in those jurisdictions, the above limitations apply only to the extent permitted by law.

13. Indemnification

You agree to indemnify and hold us harmless from any claim, demand, loss, liability, or expense (including reasonable legal fees) arising out of: (a) your use of the Service in breach of these Terms or applicable law; (b) Your Content; or (c) your violation of the rights of a third party.

14. Term and termination

These Terms remain in effect for as long as you use the Service. We may suspend or terminate your access for material breach, with notice where practicable. You may terminate by deleting your account.

Sections that by their nature should survive termination — including Sections 7 (Your content, license-back to us), 8 (Our IP), 11 (Disclaimers), 12 (Limitation of liability), 13 (Indemnification), and 16 (Governing law) — survive.

15. Changes to the Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the “Effective” date and version number;
• Notify registered users by email at least 30 days before the change takes effect (except where the change reduces our rights or is required by law to take immediate effect);
• Re-prompt for acceptance on next sign-in for changes that materially affect user rights.

Continued use of the Service after the effective date constitutes acceptance.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Federative Republic of Brazil, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Service will be submitted exclusively to the courts of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, except where mandatory consumer-protection law grants you the right to bring proceedings in your local court of residence.

For users in the European Union, the Brazilian choice of law does not deprive you of the protection of mandatory provisions of your country’s consumer law (Rome I Regulation Art.6(2)).

17. Miscellaneous

• Entire agreement: these Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service.
• Severability: if any provision is held unenforceable, the remainder remains in effect.
• No waiver: failure to enforce a provision is not a waiver.
• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Notices: we send notices to the email associated with your account. You can send notices to will@nigri.io.
• Language: the English and Portuguese versions of these Terms are both authoritative. In case of conflict, the Portuguese version prevails for users resident in Brazil; the English version prevails elsewhere.

18. Contact

Legal contact: will@nigri.io

Privacy Policy: /legal/privacy.html

Cookie Notice: /legal/cookies.html

Subprocessors: /legal/subprocessors.html