Terms of Service

Last updated: 2026-06-01

Thoth-ATO — Terms of Service

Effective Date (target): June 9, 2026

Notice. These Terms of Service ("Terms") form a binding contract between you and IntegratedVS LLC. They include a binding-arbitration clause and a class-action waiver in Section 13. Please read them carefully. If you do not agree, you must not access or use the Service.

1. Acceptance and Parties

1.1 Parties

These Terms are entered into between:

"Provider", "we", "us", or "our" — IntegratedVS LLC, a Delaware limited liability company with its principal place of business at the address listed at https://thothato.io/contact; and
"Customer", "you", or "your" — the natural person who accepts these Terms or, where you accept these Terms on behalf of an entity, that entity. If you accept on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes both you individually and the entity.

1.2 Acceptance

You accept these Terms by any of the following:

clicking an "I Agree" or "Sign Up" control while these Terms are visible or linked;
creating, configuring, or accessing an Account (defined in Section 15);
installing, executing, or invoking the Thoth-ATO plugin or any Thoth-ATO remote dispatch endpoint; or
paying any fee for a Subscription.

The earliest of these events constitutes the "Effective Date" of these Terms as to you. By accepting, you confirm that you are at least eighteen (18) years of age and have full legal capacity to enter into a binding contract.

1.3 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy (the "AUP"), any Order Form signed between the parties, any Data Processing Addendum ("DPA") signed between the parties, and any product-specific addenda referenced in writing (collectively, the "Agreement"), constitute the entire agreement between you and Provider with respect to the Service and supersede all prior oral or written communications, proposals, or representations regarding the Service. If there is a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the conflicting provision.

1.4 Updates

Provider may modify these Terms as described in Section 14.

2. Service Description

2.1 The Service

"Thoth-ATO" or the "Service" means the Thoth-ATO governed AI engineering co-pilot offered by Provider, including:

(a) the Thoth-ATO local plugin (the "Plugin") that runs on Customer's machine and orchestrates AI engineering cycles using Customer-provided language-model credentials and local development tooling;

(b) the Thoth-ATO remote dispatch service (the "Remote Service") that executes selected cycles, sub-cycles, or specialist-skill invocations on Provider-managed compute on Customer's behalf;

(c) the Thoth-ATO platform web application available at https://thothato.io and related domains (the "Platform"), including the dashboard, project management, billing, audit, and administrative functionality;

(d) the Thoth-ATO Model Context Protocol ("MCP") server and signed-verdict audit subsystem; and

(e) the Thoth-ATO documentation, command-line interface, skills library, and SDKs.

2.2 What the Service Does

The Service produces AI-assisted engineering artifacts (such as specifications, architecture documents, source code, tests, deployment configurations, and verification verdicts) by orchestrating large-language-model calls through Customer-selected or Provider-managed language-model providers. The Service is a co-pilot: outputs are recommendations and drafts that require Customer review and acceptance before being relied upon for any production purpose.

2.3 What the Service Is Not

The Service is not, and Provider does not represent it to be, a substitute for licensed professional advice (legal, medical, financial, engineering, or otherwise). The Service does not autonomously deploy code to Customer's production systems without Customer's explicit configuration of such deployment.

2.4 Beta Features

Provider may offer features labeled "Beta", "Preview", "Alpha", or "Experimental" (collectively, "Beta Features"). Beta Features are provided "AS IS" without any warranty (notwithstanding Section 8) and may be discontinued at any time without notice or liability. Use of Beta Features is at Customer's sole risk.

3. Account Registration and Eligibility

3.1 Eligibility

You may use the Service only if all of the following are true:

(a) you are at least eighteen (18) years of age;

(b) you have not previously been suspended or removed from the Service for breach;

(c) you are not located in, ordinarily resident in, or a national of any country or region against which the United States or the European Union maintains a comprehensive trade embargo, including but not limited to Cuba, Iran, North Korea, Syria, and the non-government-controlled regions of Ukraine;

(d) you are not on any United States, European Union, United Kingdom, or United Nations sanctions or denied-party list, including without limitation the U.S. Treasury Office of Foreign Assets Control ("OFAC") Specially Designated Nationals list or the U.S. Commerce Department Bureau of Industry and Security Entity List; and

(e) you will use the Service only for lawful purposes and in compliance with the AUP.

3.2 Account

To access most features of the Service, you must register for an "Account". You must provide accurate, current, and complete information during registration and maintain that information. You are responsible for all activity occurring under your Account and for safeguarding your Account credentials.

3.3 Authentication

Provider may require multi-factor authentication, single-sign-on integration, hardware-key attestation, or other identity verification as a condition of access. You must promptly notify Provider at [email protected] of any suspected unauthorized access.

3.4 Geographic Availability

The Service is provided from infrastructure located primarily in the United States and the European Union. Provider does not represent that the Service is appropriate or available for use in other jurisdictions. You access the Service on your own initiative and are responsible for compliance with local law.

4. Subscription Tiers and Billing

4.1 Tiers

The Service is offered in the following Subscription tiers ("Subscriptions"):

Tier	Description	Cycles	Price (USD)
Free	Trial / individual evaluation	Up to ten (10) Cycles per calendar month	$0
Pro	Individual professional	Higher Cycle quota; full skill library	$20 per month per user
Team	Small teams	Pro features + shared projects, RBAC, audit export	$40 per month per seat, minimum five (5) seats
Enterprise	Large organizations	Custom quotas, SSO/SAML, dedicated support, custom DPA, optional self-hosted control plane	Custom — contact [email protected]

A "Cycle" is one execution of a Thoth-ATO orchestration run from intake through synthesis as further described in the Documentation.

4.2 Billing Processor

All Subscription fees are processed by Lemon Squeezy as Provider's merchant of record. Lemon Squeezy handles payment authorization, billing, sales tax / VAT computation and remittance, and refund processing on Provider's behalf. By purchasing a Subscription, you authorize Lemon Squeezy to charge your selected payment method, and you agree to Lemon Squeezy's terms of service applicable to purchasers, which are incorporated by reference solely with respect to payment processing.

4.3 Recurring Charges; Cancellation

Paid Subscriptions renew automatically at the end of each billing period at the then-current published rate for the applicable tier, unless cancelled at least one (1) day prior to the renewal date through the Platform billing portal or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing period. You will continue to have access to paid features through the end of the period for which you have paid.

4.4 Taxes

Subscription fees are stated exclusive of taxes. To the extent Lemon Squeezy collects and remits applicable sales, value-added, or similar taxes, those are added to the invoice. To the extent any tax is not collected by Lemon Squeezy and is nonetheless legally due, you are responsible for payment.

4.5 Refunds

Except as required by applicable law, fees are non-refundable. Provider may, in its sole discretion, grant pro-rated refunds in cases of (a) Service unavailability materially in excess of any service-level commitment in an Order Form, or (b) duplicate or erroneous billing.

4.6 Price Changes

Provider may modify Subscription pricing with at least thirty (30) days' prior notice by email or in-product notification. Price changes apply to renewal billing periods following the notice; price changes do not apply retroactively to a period for which you have already paid.

4.7 Free Tier

The Free tier is offered at no cost and is provided "AS IS". Provider may modify, throttle, or discontinue the Free tier at any time with reasonable notice.

4.8 Overage

If you exceed the Cycle quota for your tier, Provider may (a) suspend additional Cycles until the next billing period, (b) charge metered overage at the then-current overage rate disclosed in the Platform, or (c) prompt you to upgrade to a higher tier. Provider will not charge overage fees without prior in-product disclosure of the rate.

4.9 Currency

Subscription fees are invoiced in United States Dollars unless an Order Form expressly states otherwise. Where Lemon Squeezy presents a charge in a non-USD currency, the exchange rate is set by Lemon Squeezy at the time of the charge.

4.10 Invoicing for Enterprise

For Enterprise Subscriptions paid by invoice, payment terms are net thirty (30) days from the invoice date unless an Order Form states otherwise. Undisputed amounts unpaid after thirty (30) days accrue interest at the lesser of 1.0% per month or the maximum rate permitted by applicable law. Customer must dispute an invoice in writing within fifteen (15) days of receipt or the invoice is deemed accepted.

4.11 Service Level Credits (Pro and Above)

If Provider's Order Form or published Service Level Agreement ("SLA") specifies an uptime commitment for the Pro, Team, or Enterprise tier, and the Service falls below the committed uptime in a given calendar month, Customer's exclusive remedy is the service credit specified in the SLA, applied to the next billing period. Service credits are not refundable and do not accrue interest. Eligibility for a service credit requires Customer to submit a written claim within thirty (30) days after the end of the affected month and to be current on all undisputed fees.

The following events do not count against any uptime commitment: (a) scheduled maintenance for which Provider has given at least seven (7) days' notice; (b) emergency maintenance required to address a security vulnerability or imminent operational risk; (c) outages caused by Customer's acts or omissions, Customer Materials, or third-party services not operated by Provider; (d) outages caused by force-majeure events; or (e) outages affecting only Beta Features.

5. Acceptable Use

Use of the Service is subject to the Acceptable Use Policy ("AUP"), available at /legal/aup and incorporated by reference. Violation of the AUP is a material breach of these Terms. Provider may suspend or terminate access for AUP violations as described in Section 11 and the AUP's enforcement section.

6. Intellectual Property

6.1 Customer Materials

As between the parties, you retain all right, title, and interest in and to:

(a) any source code, documentation, configuration, data, prompts, or other materials that you provide as input to the Service ("Customer Inputs");

(b) any source code, documentation, tests, configurations, deployment artifacts, or other outputs generated by the Service from your Customer Inputs and delivered to you ("Customer Outputs"); and

collectively, the "Customer Materials". Customer Materials are your property. You may use, modify, distribute, sublicense, sell, or open-source Customer Materials as you see fit, subject only to (i) any third-party license obligations attaching to dependencies that the Service may incorporate (e.g., open-source library licenses), and (ii) the AUP.

6.2 Provider Materials

As between the parties, Provider retains all right, title, and interest in and to:

(a) the Platform, Plugin, Remote Service, MCP server, audit subsystem, and all related software, infrastructure, and documentation;

(b) the Thoth-ATO skills library, prompt templates, scaffold profiles, and standards;

(d) any aggregated, de-identified, or anonymized data derived from operation of the Service (provided that any such data is not personal data identifying you and is used only for product improvement, fraud prevention, security analytics, and benchmarking),

collectively, the "Provider Materials".

6.3 License to You

Subject to your compliance with the Agreement, Provider grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your Subscription solely for your internal business purposes (or, for the Free tier, your personal evaluation purposes).

6.4 License to Provider

You grant Provider a limited, non-exclusive, royalty-free, worldwide license to use your Customer Inputs solely to (a) provide the Service to you, (b) perform technical operations necessary to deliver the Service (such as routing prompts to selected language-model providers), (c) generate and deliver Customer Outputs to you, and (d) maintain the audit trail required by Section 11.6 and by applicable law.

Provider will not use your Customer Inputs to train Provider's own foundation models. Provider does not assert ownership of Customer Inputs or Customer Outputs.

6.5 Feedback

If you provide Provider with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Provider may use the Feedback without restriction and without obligation to you. You grant Provider a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate the Feedback into the Service.

6.6 Restrictions

You will not:

(a) reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(b) circumvent or attempt to circumvent any technical limitations of the Service;

(d) remove, alter, or obscure any proprietary notices on the Service or any Provider Materials;

(e) use Provider's trademarks except as expressly permitted in writing; or

(f) resell, sublicense, or make the Service available to any third party, except as expressly permitted by your Subscription tier (e.g., authorized seat-holders on a Team or Enterprise Subscription).

7. Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that, given its nature and the circumstances of disclosure, a reasonable person would understand to be confidential. Customer Inputs are deemed your Confidential Information. Provider Materials, non-public roadmap information, and non-public pricing are deemed Provider's Confidential Information.

7.2 Obligations

The Recipient will (a) use the Discloser's Confidential Information only to perform under the Agreement, (b) protect the Discloser's Confidential Information with the same degree of care that the Recipient uses for its own confidential information of like importance, but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, advisors, and subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 7.

7.3 Exclusions

Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes generally available to the public without breach of the Agreement by the Recipient, (b) was in the Recipient's possession without restriction prior to disclosure, (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, or (d) is rightfully received by the Recipient from a third party without confidentiality restriction.

7.4 Compelled Disclosure

If the Recipient is required by law or legal process to disclose the Discloser's Confidential Information, the Recipient will, to the extent legally permitted, give the Discloser prompt prior written notice so that the Discloser may seek a protective order or other remedy. The Recipient will disclose only the portion of Confidential Information legally required.

7.5 Duration

Confidentiality obligations survive termination of the Agreement for a period of five (5) years, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.

8. Warranties

8.1 Provider Warranties (Paid Tiers Only)

For paid Subscriptions, Provider warrants that during the Subscription term:

(a) the Service will perform materially in accordance with the Documentation;

(b) Provider will not materially decrease the overall functionality of the Service during a paid term, except as required by law or to address a security vulnerability;

(c) Provider will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Materials; and

(d) the Service will be provided in compliance with applicable U.S. federal laws and the laws of the State of Delaware governing the operation of cloud-software services (excluding any law primarily directed at the content of Customer Materials, for which you are responsible).

Customer's exclusive remedy and Provider's entire liability for breach of this warranty is, at Provider's option, (i) to use commercially reasonable efforts to correct the breach, or (ii) if Provider cannot correct the breach within thirty (30) days after written notice, to terminate the affected Subscription and refund any pre-paid fees for the unused portion of the term.

8.2 Customer Warranties

You warrant that (a) you have the right to provide the Customer Inputs to Provider for processing as contemplated by the Agreement, (b) the Customer Inputs do not infringe or misappropriate the intellectual-property or privacy rights of any third party, (c) the Customer Inputs do not violate applicable law or the AUP, and (d) your use of the Service will comply with the Agreement and applicable law.

8.3 Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1 (WHICH APPLY ONLY TO PAID TIERS), THE SERVICE, BETA FEATURES, AND THE FREE TIER ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL CODE; (B) THE OUTPUTS OF THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR SUITABLE FOR ANY PARTICULAR USE; OR (C) ANY ARTIFICIAL-INTELLIGENCE-GENERATED OUTPUT WILL BE FACTUALLY CORRECT, FREE OF BIAS, OR NON-INFRINGING. CUSTOMER OUTPUTS ARE PROBABILISTIC AND MUST BE REVIEWED BY CUSTOMER BEFORE BEING RELIED UPON FOR ANY PRODUCTION, REGULATED, OR HIGH-STAKES PURPOSE.

9. Limitation of Liability

9.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, OR LOSS OF GOODWILL; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (D) LOSS OR CORRUPTION OF DATA, INCLUDING OUTPUTS OR PROMPTS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Liability Cap

EXCEPT FOR THE EXCLUDED CLAIMS DEFINED IN SECTION 9.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE-TIER USERS, PROVIDER'S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

9.3 Excluded Claims

The limitations in Section 9.1 and the cap in Section 9.2 do not apply to:

(a) a party's indemnification obligations under Section 10;

(b) a party's breach of its confidentiality obligations under Section 7;

(d) infringement or misappropriation of the other party's intellectual-property rights;

(e) a party's gross negligence, willful misconduct, or fraud; or

(f) any liability that cannot be excluded or limited under applicable law.

9.4 Basis of the Bargain

The parties agree that the limitations of liability in this Section 9 are an essential element of the basis of the bargain between them and that the Service would not be provided on the same financial terms without these limitations.

10. Indemnification

10.1 By Provider

Provider will defend Customer (and Customer's officers, directors, employees, and agents — together, "Customer Indemnified Parties") from and against any third-party claim, demand, suit, or proceeding ("Claim") alleging that the Service as provided by Provider, when used by Customer in accordance with the Agreement, infringes a U.S. patent, U.S. copyright, or U.S. trademark of the third party, or misappropriates a trade secret, and will pay any damages and reasonable attorneys' fees finally awarded against the Customer Indemnified Parties by a court of competent jurisdiction, or agreed in settlement, in connection with such Claim.

Provider's obligations under this Section 10.1 do not apply to any Claim arising from (a) Customer Materials; (b) modifications to the Service not made by or authorized by Provider; (c) combination of the Service with software, data, or processes not provided by Provider, where the alleged infringement would not have occurred but for the combination; (d) use of the Service after Provider has notified Customer to cease such use; or (e) Customer's breach of the Agreement.

If the Service is, or in Provider's opinion is likely to be, the subject of an infringement Claim, Provider may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify the Service so that it is non-infringing; (iii) replace the Service with a non-infringing equivalent; or (iv) terminate the affected portion of the Service and refund any pre-paid fees for the unused portion of the term. This Section 10.1 states Provider's sole liability, and Customer's exclusive remedy, for any third-party intellectual-property infringement Claim.

10.2 By Customer

Customer will defend Provider (and Provider's officers, directors, employees, and agents — together, "Provider Indemnified Parties") from and against any Claim arising out of or related to (a) Customer Inputs or Customer's other Customer Materials, (b) Customer's breach of the AUP, (c) Customer's violation of applicable law in connection with use of the Service, (d) Customer's misuse of the Service, (e) any Customer Output that Customer deploys, distributes, or otherwise relies on (recognizing that the Service is a co-pilot under Section 2 and Customer is responsible for reviewing and validating outputs), and (f) Customer's gross negligence, willful misconduct, or fraud, and will pay any damages and reasonable attorneys' fees finally awarded against the Provider Indemnified Parties by a court of competent jurisdiction, or agreed in settlement, in connection with such Claim.

10.3 Procedure

The indemnified party will (a) promptly notify the indemnifying party of any Claim (provided that failure to give prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby), (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle any Claim that requires the indemnified party to admit liability or pay any amount without the indemnified party's prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

11. Term, Termination, and Data Export

11.1 Term

The Agreement commences on the Effective Date and continues until terminated under this Section 11. Each paid Subscription term is as set forth in the applicable Order Form or in the Platform billing flow.

11.2 Termination for Convenience by Customer

Customer may terminate any Subscription for convenience by cancelling through the Platform billing portal or by emailing [email protected]. Cancellation takes effect at the end of the then-current billing period. Customer remains responsible for fees accrued before termination. Pre-paid fees are non-refundable except as provided in Section 4.5.

11.3 Termination for Convenience by Provider

Provider may terminate the Free tier or any Beta Feature for convenience at any time with reasonable notice. Provider may terminate any paid Subscription for convenience upon not less than thirty (30) days' prior written notice and will refund any pre-paid fees for the unused portion of the term.

11.4 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach (except that no cure period applies to breaches of confidentiality, AUP, or intellectual-property restrictions, or to Customer's payment obligations more than fifteen (15) days overdue), or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a bankruptcy petition filed against it that is not dismissed within sixty (60) days.

11.5 Suspension

Provider may suspend Customer's access immediately, without prior notice, if (a) Customer's use of the Service poses a security threat or risk of liability to Provider or other users, (b) Customer is in material breach of the AUP, (c) Customer has failed to pay overdue fees more than fifteen (15) days after the due date, or (d) suspension is required by law or legal process. Provider will use commercially reasonable efforts to notify Customer of the suspension promptly thereafter and to restore access once the underlying issue is resolved.

11.6 Data Export and Deletion

Following termination of a paid Subscription, Provider will, for a period of thirty (30) days (the "Export Window"), make Customer Materials available to Customer for export via the Platform's export tooling and the documented API. Upon expiration of the Export Window, Provider will delete Customer Materials from active systems within sixty (60) days, subject to the audit-log retention requirements set forth in the Privacy Policy and the Section 11.7 retention carve-out. Backups containing Customer Materials are cycled out of backup media in accordance with Provider's documented retention schedule.

11.7 Retention Carve-Out (Audit and Compliance Evidence)

Notwithstanding Section 11.6, Provider will retain (a) signed verdict files (verdict.json) and corresponding MCP audit-log records ("Audit Evidence") for at least seven (7) years from the date of generation, and (b) tax and billing records for the period required by applicable law, in each case as compliance evidence and as required by SOC2 / ISO 27001 / EU AI Act Article 12 record-keeping standards. Retained Audit Evidence is access-controlled and is not used for any purpose other than audit, compliance, dispute resolution, or as required by law.

11.8 Survival

Sections 1.3, 6, 7, 8.3, 9, 10, 11.6, 11.7, 11.8, 12, 13, 14, and 15 survive termination of the Agreement.

11.9 Effect of Termination

Upon termination of the Agreement: (a) all rights and licenses granted to Customer terminate, except as expressly stated to survive; (b) Customer must cease all use of the Service, except to the extent necessary to exercise its data-export rights under Section 11.6; (c) all accrued and unpaid fees become immediately due; and (d) each party must, on the other's written request, return or destroy the other's Confidential Information that is in its possession or control, except as required to be retained by Section 11.7 or by applicable law.

11.10 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond the party's reasonable control, including without limitation acts of God, war, civil unrest, governmental action, natural disasters, pandemics, internet outages affecting major-region cloud providers, or denial-of-service attacks of a scale exceeding industry-standard mitigation capabilities. The affected party will use reasonable efforts to mitigate the impact. If the force-majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Subscription on written notice without liability beyond accrued amounts.

12. Governing Law

The Agreement, and any dispute arising out of or relating to the Agreement or the Service (including non-contractual claims), is governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate informal resolution by giving written notice to the other describing the dispute. If the dispute is not resolved within thirty (30) days after the notice, either party may proceed to the next step.

13.2 Mediation

If informal negotiation does not resolve the dispute, the parties will attempt to resolve the dispute through non-binding mediation administered by JAMS in Wilmington, Delaware, under JAMS' Mediation Rules. The parties will share equally the costs of mediation.

13.3 Binding Arbitration

If mediation does not resolve the dispute within sixty (60) days after the first mediation session, any dispute arising out of or relating to the Agreement, the Service, or the relationship between the parties (including any dispute relating to the validity, scope, or enforceability of this arbitration agreement) will be finally resolved by binding individual arbitration administered by JAMS in Wilmington, Delaware, under JAMS' Streamlined Arbitration Rules (or, if the amount in controversy exceeds USD $250,000, under JAMS' Comprehensive Arbitration Rules), by a single arbitrator. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration will be conducted in English.

13.4 Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND PROVIDER EACH WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED ARBITRATION. The arbitrator may not consolidate the claims of multiple parties or preside over any form of representative proceeding.

13.5 Carve-Outs

Notwithstanding Sections 13.1-13.4, either party may (a) seek emergency injunctive or other equitable relief in a court of competent jurisdiction in Wilmington, Delaware, to protect its intellectual-property or confidential information pending arbitration; (b) bring claims in small-claims court if eligible; and (c) Customer (if a consumer) may opt out of this Section 13 by sending written notice to [email protected] within thirty (30) days after first accepting the Agreement, in which case any dispute will instead be resolved in the state or federal courts located in Wilmington, Delaware.

13.6 Time Limit on Claims

Any claim arising out of or relating to the Agreement must be filed within one (1) year after the claim accrues; otherwise, the claim is permanently barred. This limitation does not apply where prohibited by applicable law.

14. Modifications

Provider may modify these Terms from time to time. Provider will provide at least thirty (30) days' prior notice of material changes by email to the address associated with your Account or by in-product notification. Material changes take effect on the date stated in the notice. Non-material changes (such as clarifications, formatting, and updates to non-substantive references) take effect upon posting.

If you do not agree to a material change, you may terminate your Subscription before the change takes effect; your sole remedy is termination and a pro-rated refund of any pre-paid fees for the unused portion of the term. Your continued use of the Service after the effective date of a material change constitutes acceptance of the change.

15. Definitions

The following capitalized terms have the meanings set forth in this Section 15 or in the section in which they are first defined.

"Account" — the registered user identity used to access the Service.
"Agreement" — defined in Section 1.3.
"AUP" — the Acceptable Use Policy at /legal/aup.
"Audit Evidence" — defined in Section 11.7.
"Beta Features" — defined in Section 2.4.
"Cycle" — defined in Section 4.1.
"Confidential Information" — defined in Section 7.1.
"Customer Inputs" — defined in Section 6.1.
"Customer Materials" — defined in Section 6.1.
"Customer Outputs" — defined in Section 6.1.
"Documentation" — the user-facing documentation for the Service available at https://docs.thothato.io.
"DPA" — the Data Processing Addendum entered into between the parties to govern processing of personal data.
"Effective Date" — defined in Section 1.2.
"Export Window" — defined in Section 11.6.
"Feedback" — defined in Section 6.5.
"Free", "Pro", "Team", "Enterprise" — Subscription tiers defined in Section 4.1.
"MCP" — Model Context Protocol, an open protocol used by Thoth-ATO for tool and resource exchange between the Service and language models.
"Order Form" — a written ordering document signed by both parties referencing the Agreement.
"Platform" — defined in Section 2.1(c).
"Plugin" — defined in Section 2.1(a).
"Privacy Policy" — the Privacy Policy at /legal/privacy.
"Provider Materials" — defined in Section 6.2.
"Remote Service" — defined in Section 2.1(b).
"Service" — defined in Section 2.1.
"Subscription" — defined in Section 4.1.

For billing and cancellation questions, contact [email protected]. For a concise summary of refund and cancellation terms, see the Refund & Cancellation Policy.