Tegy Terms of Service

1.1Additional documents

The following documents are incorporated into these Terms:

• the Tegy Acceptable Use Policy (“AUP”);
• the Tegy Data Processing Addendum (“DPA”), when Tegy processes Customer Personal Data as defined there; and
• any order form, checkout page, plan description, statement of work, or other ordering document accepted by Customer and Tegy (each, an “Order”).

The Tegy Privacy Notice explains Tegy's privacy practices. It is not an Order and does not expand contractual remedies beyond these Terms, the DPA, or applicable law.

1.2Priority

If documents conflict, the following order applies for the conflicting subject: (1) a signed enterprise agreement or signed amendment; (2) an Order, but only if it expressly identifies the provision it overrides; (3) the DPA for processing Customer Personal Data; (4) these Terms; and (5) the AUP. A purchase order or customer portal term does not modify this agreement unless Tegy signs it.

1.3Definitions

“Account Data” means business contact, account, authentication, organization, workspace-membership, role, permission, subscription, transaction, and relationship information Tegy collects to establish and administer Customer's direct relationship with Tegy. Account Data does not include the substance of Customer Content.

“Authorized User” means an individual Customer authorizes to use the Service for Customer's business.

“Customer Content” means prompts, messages, instructions, files, documents, audio, images, datasets, connected-system content, integration data, MCP request content, feedback submitted within a customer workflow, and other information Customer or an Authorized User submits to or generates through the Service, including outputs generated from that material. Customer Content excludes Account Data, Usage Data, Service Data, and Feedback as defined below.

“Documentation” means Tegy's then-current user instructions and technical documentation for the Service.

“Feedback” means suggestions, ideas, or comments about the Service that Customer intentionally provides to Tegy for product feedback, excluding Customer Content and Customer's Confidential Information not necessary to understand the suggestion.

“Usage Data” means technical and operational data about access to and use of the Service, such as user and workspace identifiers, feature and workflow events, configuration choices, timestamps, device and browser data, model and provider identifiers, token and request counts, latency, errors, and performance events. Usage Data does not include the substance of prompts, outputs, files, or connected-system records.

“Service Data” means Usage Data and data Tegy derives from operating, securing, measuring, supporting, or improving the Service, excluding Customer Content. Service Data includes aggregated and deidentified information.

2.1Eligibility

An Authorized User must be at least 18 years old and legally capable of entering a contract. The Service is not offered to consumers for personal, family, or household use.

2.2Authority

The person accepting these Terms for Customer represents that the person has authority to bind Customer. An individual invited after Customer has already accepted need only be authorized by Customer to use the workspace, but the individual personally agrees to these Terms as they apply to Authorized Users. Customer is responsible for its Authorized Users and for ensuring that its use of the Service complies with these Terms and applicable law.

2.3Business decisions

Customer is solely responsible for its business decisions, communications, filings, actions, and omissions, including decisions based on an output. The Service is a productivity tool and does not provide legal, medical, financial, accounting, employment, compliance, or other licensed professional advice.

2.4Non-U.S. data-protection regimes

Unless Tegy agrees otherwise in writing, Customer may not use the Service in a manner that requires Tegy to comply with the GDPR, UK GDPR, or another non-U.S. data-protection regime. Customer will accurately identify its country of establishment when requested and will promptly notify Tegy if that information changes.

3.1Account information

Customer must provide accurate, current information and keep credentials, API keys, access tokens, and connected accounts secure. Customer must promptly notify security@tegy.io of suspected unauthorized access.

3.2Workspace administration

Customer controls its workspaces, Authorized Users, permissions, integrations, and retention choices available in the Service. A workspace administrator may access, export, restrict, transfer, or delete an Authorized User's account information and Customer Content, and may change settings that affect all workspace users. Customer is responsible for informing Authorized Users of that control.

3.3Responsibility for activity

Customer is responsible for activity conducted through its accounts and credentials, except to the extent caused by Tegy's breach of these Terms. Customer may not share individual credentials, allow access by unauthorized persons, or circumvent user or usage limits.

4.1Limited right to use

Subject to these Terms and payment of applicable fees, Tegy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or preview period to access and use the Service and Documentation for Customer's own business or professional purposes, including Customer's ordinary work for its clients. This right does not permit Customer to resell, sublicense, or provide access to the Service as a standalone product or service without Tegy's written permission.

4.2Changes to the Service

Tegy may add, modify, replace, or discontinue features, models, providers, APIs, limits, or integrations. Tegy will not materially reduce the core paid functionality during a prepaid subscription period without providing a commercially reasonable alternative, credit, or termination right, except where a change is necessary for law, security, abuse prevention, third-party provider requirements, or circumstances outside Tegy's reasonable control.

4.3Usage limits

Plans may include limits on users, storage, tokens, requests, models, features, integrations, or other resources. Tegy may enforce those limits, charge for overages disclosed in an Order, or require Customer to upgrade. Usage measurements in Tegy's systems control absent manifest error.

4.4Support

Tegy will provide support, if any, described in the applicable Order or plan. No service level, response time, uptime commitment, data residency, dedicated environment, or professional service applies unless expressly stated in a signed agreement.

5.1Orders and merchant of record

An Order states the applicable plan, subscription period, price, billing frequency, and usage limits. Paid self-service transactions are processed through Polar Software, Inc., which acts as merchant of record and authorized reseller. Customer purchases the applicable subscription transaction from Polar, while Tegy licenses and provides access to the Service under these Terms. The Polar Buyer Terms and Polar Privacy Policy apply to Polar's checkout and transaction processing. Tegy receives transaction, subscription, entitlement, tax, refund, and fraud information needed to administer the Service.

5.2Fees and taxes

Customer will pay all fees stated in an Order. Except as expressly provided in an Order, the DPA, or required by law, fees are non-cancelable and non-refundable after the applicable service period begins. Taxes may be calculated, collected, and remitted by Polar as merchant of record. Customer remains responsible for taxes legally imposed on Customer and for providing valid exemption documentation.

5.3Automatic renewal

If an Order identifies a recurring subscription, it automatically renews for successive periods of the same length unless Customer cancels before the next renewal through the account controls or the cancellation method shown at checkout. Customer authorizes the merchant of record to charge the payment method on file for each renewal and any disclosed usage charges. The price and renewal terms shown at checkout control for that transaction.

5.4Price changes

Tegy may change future prices by providing notice before the next renewal. The new price applies at renewal, not retroactively to a prepaid period. Customer may cancel rather than renew.

5.5Failed payment

Tegy may suspend or limit paid features after a failed or overdue payment. Customer remains responsible for accrued charges. Tegy or Polar may correct billing errors and process charge retries consistent with the checkout authorization and applicable law.

5.6Cancellation

Cancellation stops the next renewal but does not refund the current period unless the Order says otherwise or law requires it. Customer should export needed Customer Content before the subscription ends.

6.1Ownership

As between the parties, Customer retains all right, title, and interest in Customer Content. Tegy does not acquire ownership of Customer Content merely because Customer uses the Service.

6.2License to operate the Service

Customer grants Tegy and its subprocessors a worldwide, non-exclusive, limited license during the term to host, cache, copy, reproduce, transmit, display to Authorized Users, format, transform, create temporary or technical derivative copies of, and otherwise process Customer Content only as reasonably necessary to:

• provide features and outputs requested or configured by Customer;
• connect integrations, APIs, MCP tools, and AI providers at Customer's direction;
• maintain, secure, monitor, support, and troubleshoot the Service;
• measure non-content operational characteristics of processing, such as model, token, latency, cost, status, and error metadata, without retaining the substance of Customer Content in Usage Data;
• prevent fraud, abuse, security threats, and violations of these Terms;
• comply with law and enforce the agreement; and
• perform another use Customer expressly authorizes.

This license ends when the relevant Customer Content is deleted from Tegy's active systems, subject to backup cycles, legal holds, security records, and the DPA.

6.3Customer responsibility

Customer is solely responsible for Customer Content and represents that it has all rights, permissions, notices, consents, and lawful instructions needed for Tegy and its subprocessors to process Customer Content as described in the agreement. Customer will not submit Customer Content or give an instruction that infringes another person's rights, violates law, breaches a duty, or causes Tegy to violate applicable law.

If Customer records, transcribes, uploads, or instructs the Service to capture a call, meeting, conversation, or other communication, Customer is responsible for giving all notices and obtaining all consents required from every participant before capture or submission. Customer may not use the Service for covert or unlawful recording.

6.4Sensitive and regulated information

Customer may not submit categories of specially regulated or high-risk information prohibited by the AUP unless a signed agreement expressly authorizes the category and states the applicable controls. Tegy is not a HIPAA business associate, PCI-compliant cardholder data environment, consumer-reporting agency, financial institution, records custodian for classified information, or provider of another regulated environment merely because Customer submits such information.

6.5Content access

Tegy will limit workforce access to Customer Content to personnel and contractors who need access for the permitted purposes and are subject to confidentiality obligations. Automated systems and subprocessors may process Customer Content without human review. Tegy may review or preserve content when reasonably necessary to provide support requested by Customer, investigate abuse or a security incident, enforce the agreement, protect the Service or others, or comply with law.

6.6Export and backups

Customer is responsible for maintaining copies of Customer Content it requires. The Service is not a system of record unless a signed agreement says otherwise. Tegy may offer export functionality but does not guarantee that every output, transient result, third-party record, or integration object is exportable.

7.1Inference providers

The Service may transmit Customer Content to an AI routing provider and, through it, to underlying model and infrastructure providers to generate outputs and perform features Customer requests. The routing provider is a subprocessor when it processes Customer Personal Data on Customer's behalf, and it engages the underlying model and infrastructure providers under its own terms. Available models and providers may change.

7.2No shared-model training without opt-in

Tegy will not use, and will contractually or technically restrict its AI inference providers from using, Customer Content to train shared or general-purpose AI models unless Customer affirmatively opts in to a program that clearly describes that use. This restriction does not prevent transient inference, customer-specific processing requested by Customer, security and abuse controls, support requested by Customer, or use of Service Data and properly deidentified aggregate information.

7.3Output limitations

Outputs are generated probabilistically and may be inaccurate, incomplete, offensive, outdated, non-unique, or unsuitable. Similar or identical output may be generated for other users. Tegy does not represent that an output is correct, original, non-infringing, or eligible for intellectual-property protection. Customer must independently review outputs before relying on or distributing them, especially for decisions affecting rights, safety, employment, credit, housing, health, legal status, or finances.

7.4Output rights

As between the parties and to the extent permitted by applicable law, Tegy assigns to Customer any right, title, or interest Tegy may have in outputs generated solely from Customer Content. This assignment does not transfer rights in the Service, models, Documentation, Service Data, third-party materials, or elements that are not legally protectable. Customer is responsible for determining whether and how it may use an output.

8.1Account and Usage Data

Tegy may collect and process account information and Usage Data to provide, administer, secure, support, meter, bill, analyze, test, benchmark, improve, develop, and market the Service; understand adoption and performance; prevent abuse; and comply with law. Tegy may use account-linked Usage Data for these purposes subject to the Privacy Notice and applicable law.

8.2Service Data

As between the parties, Tegy owns Service Data. Tegy may use and disclose Service Data for lawful business purposes, provided that Tegy will not disclose externally identifiable Customer Content or identify Customer in public benchmarking without Customer's permission.

8.3Deidentified and aggregated data

Tegy may create data that is aggregated or deidentified so that it cannot reasonably be linked to Customer, an Authorized User, or another individual. Tegy may use and disclose that data for lawful business purposes, including analytics, research, development, benchmarking, and marketing. Tegy will maintain deidentified data in deidentified form and will not attempt to reidentify it except to test and improve deidentification safeguards or as permitted by law. This Section permits non-content operational metrics derived from processing Customer Content, but does not authorize Tegy to retain or reuse the substance of Customer Content as a cross-customer development or training dataset without Customer's affirmative opt-in.

8.4Feedback

Customer grants Tegy a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, modify, distribute, display, perform, create derivative works from, and otherwise exploit Feedback without restriction or compensation. Tegy will not identify Customer as the source without permission.

9.1Customer direction

Customer may connect the Service to third-party applications, accounts, data sources, AI models, APIs, or MCP tools. Customer authorizes Tegy to access and exchange Customer Content and account information with those services as needed to carry out Customer's configuration or instruction.

9.2Third-party terms and risk

Third-party services are governed by their own terms and privacy practices. Tegy does not control them and is not responsible for their availability, security, outputs, data use, or changes. Customer is responsible for having the rights and accounts needed to connect them and for reviewing actions before execution.

9.3Credentials and actions

Customer must safeguard API keys, OAuth tokens, MCP credentials, and other secrets. Customer is responsible for external messages, edits, purchases, deletions, filings, or other actions initiated through its accounts, including actions performed by an AI or automation that Customer configured, except to the extent caused by Tegy's breach of these Terms.

9.4Technical limits

Tegy may impose rate limits, scopes, permissions, model allowlists, or other controls; revoke credentials; disable an integration; or change an API or MCP interface where reasonably necessary for security, reliability, cost, law, or provider requirements.

11.1Confidential Information

“Confidential Information” means non-public business, technical, financial, product, security, or other information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential. Customer Content is Customer's Confidential Information. Non-public Service features, security information, roadmaps, pricing proposals, and Documentation are Tegy's Confidential Information.

Confidential Information excludes information Recipient can document: (a) is public without breach; (b) Recipient lawfully knew without restriction before disclosure; (c) Recipient lawfully receives from a third party without confidentiality duty; or (d) Recipient independently develops without use of Confidential Information.

11.2Duties

Recipient will use Confidential Information only to perform or exercise rights under the agreement, protect it with at least reasonable care, and disclose it only to personnel, affiliates, contractors, advisers, and subprocessors who need to know it and are bound by protective obligations. Recipient is responsible for those representatives' compliance.

11.3Required disclosure

Recipient may disclose Confidential Information when legally required, provided it gives prompt notice where lawful and reasonable assistance, at Discloser's expense, to seek protection. Recipient will disclose only what is legally required.

11.4Injunctive relief

Unauthorized use or disclosure may cause irreparable harm for which damages are inadequate. Either party may seek equitable relief without waiving other remedies.

12.1Privacy roles

Tegy's processing of account, website, and Usage Data for its business purposes is described in the Privacy Notice. When Tegy processes Customer Personal Data on Customer's behalf, the DPA applies. Customer remains responsible for its own notices, permissions, lawful collection, instructions, and responses to individuals concerning Customer Content.

By affirmatively agreeing to these Terms, each individual user consents, to the extent required by applicable law, to Tegy's use of cookies, diagnostics, and limited masked session replay as described in the Privacy Notice. This consent does not authorize Tegy to capture the substance of Customer Content in ordinary analytics or replay.

12.2Security

Tegy will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure, taking into account the nature of the information and the Service. No security measure is perfect, and Tegy does not guarantee that the Service will be uninterrupted or immune from every threat.

12.3Security cooperation

Customer will use available security controls, restrict permissions, promptly remove former users, protect credentials, maintain secure endpoints, and notify Tegy of suspected compromise. Customer will not conduct a penetration test or security scan against the Service without Tegy's prior written authorization.

13.1Tegy property

Tegy and its licensors own the Service, Documentation, software, interfaces, workflows, designs, models owned by Tegy, trademarks, and all related intellectual-property rights, excluding Customer Content. Except for the limited right in Section 4.1, no right is granted by implication or estoppel.

13.2Restrictions

Except where applicable law prohibits the restriction, Customer may not:

• copy, modify, translate, or create derivative works of the Service or Documentation;
• reverse engineer, decompile, disassemble, discover source code, models, prompts, or non-public components;
• resell, sublicense, timeshare, or provide the Service as a service bureau without written permission;
• remove proprietary notices;
• scrape, benchmark for public competitive publication, or access the Service through unauthorized automated means;
• use the Service or non-public outputs to develop, train, or improve a competing product or model;
• interfere with security, integrity, performance, or availability; or
• evade limits, fees, suspension, or access controls.

16.1Term

These Terms begin when Customer first accepts them and continue while Customer has an account, Order, or access to the Service.

16.2Termination by Customer

Customer may stop using free services and close its account at any time. A paid subscription ends at the close of its current period after cancellation unless an Order states otherwise.

16.3Termination by Tegy

Tegy may terminate for material breach that remains uncured 10 days after notice, or immediately for unlawful conduct, serious security or abuse risk, repeated breach, insolvency, or circumstances making continued service unlawful or impracticable. Tegy may discontinue a free or preview service on notice where practicable.

16.4Effect

On termination, Customer's right to use the Service ends and outstanding fees become due. Customer must stop using Tegy materials and credentials. Tegy may delete Customer Content under the DPA and its retention schedule. Sections that by nature should survive do survive, including payment obligations, ownership, Feedback, confidentiality, disclaimers, indemnity, liability limits, dispute terms, and this Section 16.4.

20.1Informal notice

Before filing a claim, a party will send written notice describing the dispute and requested relief and allow 30 days for good-faith resolution. This does not prevent immediate injunctive relief or toll a filing deadline.

20.2Florida law and forum

Florida law governs the agreement and disputes, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Pinellas County, Florida and the United States District Court for the Middle District of Florida, except that Tegy may seek injunctive or equitable relief in any court with jurisdiction.

20.3Jury waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICE.

21.1Notices

Tegy may give operational or legal notice through the Service, the account email, or the website. Notices to Tegy must be sent to legal@tegy.io and are effective when received. Formal legal process must also be delivered as required by law to MGMJ Innovation Group LLC at 7901 4th St N, Suite 300, St. Petersburg, Florida 33702.

21.2Changes to these Terms

Tegy may update these Terms by posting a revised version and changing the Last Updated date. Non-material changes apply prospectively on the stated date. For a material change to paid Service terms, Tegy will provide reasonable advance notice by email or in-product notice and will obtain affirmative acceptance at the next renewal or through the Service unless the change is needed sooner for law, security, abuse prevention, or provider requirements. If Customer does not agree, its remedy is to stop use and cancel before the change takes effect.

Tegy will not rely solely on a retroactive update to use previously collected Customer Content for shared or general-purpose model training where the prior agreement prohibited that use.

21.3Assignment

Customer may not assign or transfer the agreement without Tegy's prior written consent. Tegy may assign the agreement, in whole or part, without Customer's consent to an affiliate; in connection with financing, reorganization, conversion, merger, acquisition, sale of assets or equity, or transfer of the Tegy business; or to a successor provider. The agreement binds permitted successors and assigns.

21.4Independent parties

The parties are independent contractors. The agreement does not create an agency, partnership, franchise, fiduciary, employment, or joint-venture relationship. Neither party may bind the other.

21.5Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failure, cloud or provider outage, labor dispute, natural disaster, epidemic, war, terrorism, civil disturbance, government action, or cyberattack, except that this does not excuse payment obligations.

21.6Export and sanctions

Customer will comply with applicable export-control and sanctions laws and will not permit access by a prohibited person or from an embargoed jurisdiction. Customer represents that it is not subject to sanctions that prohibit the transaction.

21.7Publicity

Tegy may not use Customer's name or logo in public marketing without permission. Tegy may identify Customer privately to investors, acquirers, professional advisers, and financing sources subject to confidentiality obligations.

21.8Waiver and severability

A waiver must be written and signed by the waiving party. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the remainder continues.

21.9No third-party beneficiaries

Except for indemnified parties under Section 18, the agreement has no third-party beneficiaries.

21.10Entire agreement

The agreement is the entire agreement about the Service and supersedes prior or contemporaneous proposals and communications on that subject. Headings are for convenience. “Including” means “including without limitation.” Electronic acceptance and copies are binding.