Terms of Service

These Terms of Service ("Terms") govern your use of the Tetrix AI software and related services ("Services") provided by Deskree Technologies Inc. and Deskree US Inc. ("Deskree," "we," "us," or "our").

By executing an order form, or by accessing or using the Services, you agree to these Terms. If you're using the Services on behalf of an organization, you agree to these Terms on behalf of that organization.

Tetrix AI is self-hosted software that you install and operate within your own environment. It connects to the code repositories, databases, and cloud infrastructure you configure, entirely within your environment. You control what systems you connect and what permissions you grant.

To use our Services, your organization's administrators must:

• Maintain the security of administrator and license credentials issued to your organization
• Promptly notify us of changes to your billing or administrative contact information
• Ensure all users within your organization are at least 18 years old (or the age of majority in your jurisdiction)

You are responsible for all activity conducted by users within your Deployment Environment.

Your Ownership

You retain all rights, title, and interest in:

• Your source code
• Database contents
• Infrastructure configurations
• Business data and documentation
• All content in systems you connect to Tetrix AI

We do not claim any ownership of your intellectual property.

Our Access to Your Data

Tetrix AI runs entirely within your environment. We do not access, process, or store your connected data, and we require no license to it. You retain full control of all data within your Deployment Environment.

No AI Training

We do not access your data and do not use it to train AI models. The training and retention practices of any LLM provider you configure are governed by your agreement with that provider (see Section 7).

You Agree To

• Use the Services only for lawful purposes
• Provide accurate billing and administrative contact information
• Maintain the security of your administrator and license credentials
• Comply with all applicable laws and regulations
• Only connect systems you have the right to share

You Agree NOT To

• Violate any laws or third-party rights
• Connect systems containing data you don't have rights to share
• Attempt to gain unauthorized access to our systems
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to develop competing products
• Share your administrator or license credentials with others
• Circumvent any security measures
• Transmit malware, viruses, or harmful code
• Use the Services to generate illegal, harmful, or abusive content

We may terminate or decline to renew licenses in accordance with Section 9 and your order form or Master Service Agreement.

Healthcare Data (HIPAA)

Do not connect systems containing Protected Health Information (PHI) without first contacting help@deskree.com and executing a Business Associate Agreement.

Financial Data

Do not connect systems containing payment card data (PCI) without appropriate security controls and agreements.

Children's Data

Do not connect systems containing personal information of children under 13 (or 16 in the EU/UK).

Export Controls

Do not use the Services in violation of export control laws or sanctions.

AI Providers

You configure Tetrix AI with your own LLM and embedding provider credentials (for example, OpenAI, Anthropic, or Voyage AI). Prompts and responses flow directly between your environment and the provider you choose, billed to your account with that provider and governed by your agreement with them. Deskree is not a party to that data flow and makes no representations regarding any provider's retention or training practices — review each provider's terms before configuring credentials.

Your Integrations

When you connect third-party systems (GitHub, AWS, databases), those connections are governed by those providers' terms. You are responsible for compliance with their terms.

Plans & Pricing

Pricing is based on the licensed seat count and commercial terms set out in your order form or Master Service Agreement. Fees are invoiced per those terms and may be paid via wire transfer, or online via a Stripe-hosted invoice payment page.

Billing

• Billing schedule is defined and governed by your order form or Master Service Agreement.
• All fees are non-refundable, unless otherwise stated in your order form or Master Service Agreement.
• Online payments are processed by Stripe
• You are responsible for keeping payment information current

Changes to Fees

Any changes to the fees will adhere to the terms outlined in your order form or Master Service Agreement.

Term

These Terms remain in effect while you use the Services. The license term, renewal, and termination provisions of your order form or Master Service Agreement govern the duration of your right to use Tetrix AI.

Your Termination

Cancellation and non-renewal are governed by the term and notice provisions of your order form or Master Service Agreement. To initiate cancellation or discuss non-renewal, contact your account manager, or send an email to help@deskree.com.

Our Termination

We may terminate or decline to renew your license if you:

• Violate these Terms
• Fail to pay fees
• Engage in activity that harms Deskree or third parties
• Are required by law

Effect of Termination

Upon termination:

• Your license terminates per your order form or Master Service Agreement, after which your right to use Tetrix AI ends and the license will not be renewed. For the limited account, billing, and support data in our possession, we return or delete it at your election within 30 days of termination, subject to legal retention requirements.
• You remain liable for fees incurred before termination
• Sections that should survive termination will survive (e.g., Limitation of Liability, Indemnification)

"As Is" Service

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

AI Limitations

AI-generated responses may be inaccurate, incomplete, or inappropriate. You are responsible for:

• Verifying AI outputs before relying on them
• Ensuring AI-generated code meets your standards
• All decisions made based on AI responses

We do not guarantee that AI responses will be accurate, complete, or suitable for any purpose.

No Guarantee

We do not guarantee that the Services will:

• Meet your specific requirements
• Be uninterrupted, timely, secure, or error-free
• Produce accurate or reliable results

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESKREE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

EXCEPT AS OTHERWISE SET OUT IN YOUR ORDER FORM OR MASTER SERVICE AGREEMENT, WHICH CONTROLS, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DESKREE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions

These limitations do not apply to:

• Your breach of Section 5 (Acceptable Use)
• Your indemnification obligations
• Either party's gross negligence or willful misconduct
• Liability that cannot be excluded by law

You agree to indemnify, defend, and hold harmless Deskree and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Data you connect to the Services
• Your violation of any laws or regulations

Our Confidentiality Obligations

Your internal data is never accessed, processed, or stored by Deskree. We will treat your billing and business information, and any support materials you share with us as confidential and will not disclose it except:

• To provide and support the Services
• To our service providers bound by confidentiality obligations
• As required by law
• With your consent

Your Confidentiality Obligations

You agree to keep confidential any non-public information about our Services, including pricing, features, and security measures.

Governing Law

• For U.S. users: These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
• For all other users: These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

Informal Resolution

Before filing a formal dispute, you agree to contact us at help@deskree.com to attempt resolution.

Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration:

• For U.S. users: Under the rules of the American Arbitration Association (AAA) in Wilmington, Delaware
• For all other users: Under the rules of the ADR Institute of Canada in Toronto, Ontario

The arbitrator's decision shall be final and binding.

Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS.

Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access.

We will notify you of material changes by email to the billing or administrative contact address on file at least 30 days in advance. For customers under an order form or Master Service Agreement, changes to these Terms take effect at renewal or as otherwise agreed in that agreement.

Entire Agreement

These Terms, along with our Privacy Policies, any applicable Data Processing Agreement, and any order form or Master Service Agreement, constitute the entire agreement between you and Deskree. In the event of any conflict, the order of precedence is: (1) the Master Service Agreement, (2) the applicable order form, (3) the Data Processing Agreement, and (4) these Terms. These Terms govern only to the extent not addressed in those agreements.

Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

Waiver

Our failure to enforce any right is not a waiver of that right.

Assignment

You may not assign these Terms without our consent. We may assign these Terms in connection with a merger or acquisition.

Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control.

Notices

Notices to you will be sent to the billing or administrative contact address on file. Notices to us should be sent to help@deskree.com.

Deskree Technologies Inc.

169 Gore Vale Avenue, Toronto, Ontario M6J 2R5, Canada

• General: help@deskree.com
• Legal: legal@deskree.com
• Sales: sales@deskree.com

For U.S. users: Deskree US Inc., 10900 Stonelake Blvd, Austin, TX 78759

Enterprise customers may have separate Master Service Agreements that supersede these Terms. Contact sales@deskree.com for enterprise agreements.