Terms of Service

These Terms of Service (the "Agreement") govern access to and use of the TeamDuo service provided by Workduo Inc., a Delaware corporation ("TeamDuo", "we", "us"). By using the Service you agree to this Agreement. If you are agreeing on behalf of an organization ("Customer"), you represent that you have authority to bind it.

1. Scope of Agreement

TeamDuo provides a hosted platform that sits between a customer's data sources and the AI agents that customer authorizes. Its capabilities include connecting databases and repositories, generating and maintaining a documented semantic layer, enforcing column masking and row-level rules, exposing a governed Model Context Protocol (MCP) endpoint to approved agents, and recording an audit log of the requests made through it.

The Service may be subject to usage limits — for example on the number of connected sources, query volume, or audit retention — as set out in the applicable plan or subscription agreement.

2. Eligibility and Access Rights

You must be at least 18 years old and legally capable of entering into a contract.
Access is granted for the Customer's internal business purposes, in accordance with our documentation.
A "User" is an employee or contractor of the Customer authorized to use the Service under login credentials issued to them.
Customer is responsible for its Users' compliance with this Agreement, and for all activity under its account.
You must keep credentials secure and notify us promptly of any unauthorized use.

You may not:

resell, sublicense, or otherwise make the Service available to third parties except as permitted here;
use the Service to build a competing product or service;
reverse engineer, decompile, modify, or copy the Service;
remove or obscure any proprietary notices;
publish benchmarks or performance results without our written consent;
interfere with or circumvent security or access controls, including masking, row filters, or audit logging;
introduce malware or impose an unreasonable load on the Service;
use the Service to reach data you are not authorized to access; or
use the Service in violation of law or in a way that infringes anyone's rights.

3. Privacy and Customer Data

Our Privacy Policy describes how we handle personal data.

Customer retains all rights in Customer Data — the contents of connected sources, and the semantic layer and configuration the Customer creates. Customer grants us a non-exclusive, worldwide, royalty-free license to process Customer Data solely to provide and support the Service, generate usage metrics, and comply with law.

We will not use Customer Data to train our models, or those of our providers, unless the Customer opts in.

Customer is responsible for having the right to connect each source and to expose the resources it chooses to expose, and for configuring masking, row filters, and permissions to meet its own obligations. TeamDuo enforces the rules you set; it does not decide what should be private on your behalf.

Output produced through the Service, including documentation drafted for your schema and responses returned to agents ("AI-Generated Content"), may be used by Customer subject to Customer's responsibility to validate its accuracy. Aggregated, anonymized usage data may be used by us without restriction.

4. Suspension of Services

We may suspend access, in whole or in part, if:

Customer breaches the restrictions in section 2;
an account is more than seven days overdue;
suspension is required by law; or
Customer's use threatens the security, availability, or integrity of the Service or of other customers.

Where practical, we will give notice first and restore access once the cause is resolved.

5. Third-Party Platforms and Links

The Service interoperates with third-party platforms — including the AI agents and model providers you choose to connect — which are governed by their own agreements. We are not responsible for the performance of those platforms or for how they handle data you choose to expose to them. Links to third-party sites are provided for convenience only.

6. Fees and Taxes

Fees are due within 30 days of invoice, in U.S. dollars, unless stated otherwise.
Renewals are charged at our then-current rates.
Fees are non-refundable except as expressly stated.
Customer is responsible for all sales, use, VAT, GST, and withholding taxes, excluding taxes on our net income.

Free plans may be modified or discontinued, and may carry usage limits.

7. API and Endpoint Access

Subject to this Agreement, we grant Customer a limited, revocable, non-exclusive license to integrate the Service's API and MCP endpoint with Customer's own applications and approved agents. Customer may not use them unlawfully, in violation of data protection law, to redistribute data obtained through the Service, or to circumvent security controls.

Our prior written consent is required to embed outputs in a paid product, to resell or sublicense data obtained through the Service, or to train publicly available machine learning models on it.

Access may be limited to certain plans. We may suspend or terminate API or endpoint access for breach, security risk, or usage that presents a risk to the Service. Direct competitors require our prior written consent.

8. Warranties and Disclaimers

Each party warrants that it is duly organized, has authority to enter into this Agreement, and is validly bound by it. We warrant that we will provide the Service in compliance with applicable U.S. law.

Except as expressly stated, the Service is provided "AS IS" and "AS AVAILABLE", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that data will be preserved without loss, or that AI-Generated Content will be accurate. Customer is solely responsible for validating AI-Generated Content before relying on it. Where statutory warranties cannot be excluded, they are limited to the shortest period permitted by law.

9. Term and Termination

This Agreement begins on the effective date of the first subscription and continues until 90 days after the last subscription expires.
Subscriptions renew automatically unless either party gives 30 days' notice of non-renewal.
Either party may terminate if the other materially breaches and fails to cure within seven days of notice, ceases business without a successor, or enters bankruptcy or receivership not dismissed within 60 days.
On termination, access ceases and we will return or delete Customer Data, except copies retained as agreed, required by law, or held in routine backups under continuing confidentiality obligations.

Sections that by their nature should survive termination will survive it.

10. Feedback

If you send us suggestions or feedback about the Service, we may use them without restriction and without obligation to you.

11. Limitations of Liability

Neither party is liable for indirect, special, incidental, consequential, reliance, or punitive damages, or for loss of use, data, or profits, business interruption, or security failures, even if advised of the possibility.

Each party's total liability arising out of or relating to this Agreement will not exceed the amounts paid by Customer in the twelve months preceding the event giving rise to the claim. These limits do not apply to breaches of confidentiality obligations or to a party's indemnification obligations.

These limitations apply regardless of the theory of liability and survive any failure of an exclusive remedy of its essential purpose.

12. Indemnification

We will defend Customer against third-party claims that the Service, used as permitted, infringes a U.S. patent, copyright, trademark, or trade secret, and will pay resulting damages and reasonable attorneys' fees. If the Service becomes subject to such a claim, we may procure the right to continue using it, modify or replace it, or terminate it and refund unused prepaid fees.

Customer will defend us against third-party claims arising from Customer Data, from Customer's configuration of exposure and access rules, or from Customer's use of AI-Generated Content.

The party seeking indemnity must give prompt notice, grant sole control of the defense and settlement, and cooperate reasonably. No settlement imposing a non-monetary obligation may be made without the other party's consent. Our obligations do not cover claims arising from combinations with products we did not supply, unauthorized use, or evaluation use.

13. Confidentiality

"Confidential Information" is information identified as confidential or that would reasonably be understood as confidential. Ours includes the terms of this Agreement and the technical details of the Service; Customer's includes Customer Data.

The recipient will protect Confidential Information, disclose it only to representatives with a need to know who are bound by equivalent obligations, and use it only to perform this Agreement. These obligations do not apply to information that is publicly available, already known, rightfully received from a third party, or independently developed.

Unauthorized disclosure may cause irreparable harm for which damages are an inadequate remedy, and the disclosing party may seek injunctive relief without posting bond.

14. Required Disclosures

Either party may disclose Confidential Information where legally required, provided it gives prior notice if permitted and cooperates in seeking confidential treatment.

15. Evaluation Use

Trial, alpha, beta, and early-access features are provided for internal evaluation only, and either party may terminate that use at any time. We provide no warranty, indemnity, or support for evaluation use, and our total liability for it will not exceed US$10.

16. Publicity

We may include Customer's name and marks in customer lists and promotional materials, and will stop doing so on written request.

17. Intellectual Property and Copyright

We and our licensors exclusively own the Service and all related technology and intellectual property.
Customer retains ownership of Customer Data, and is licensed to use AI-Generated Content as described in section 3.
We may use aggregated, anonymized usage data without restriction.

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act and may terminate the accounts of repeat infringers. Send notices to support@teamduo.ai, identifying the work, the allegedly infringing material and its location, your contact details, a statement of good-faith belief, and a statement made under penalty of perjury that the notice is accurate and you are authorized to act.

18. General Terms

Assignment

Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or reorganization involving substantially all assets or voting securities. Any other assignment is void. This Agreement binds permitted successors and assigns.

Governing law and venue

This Agreement is governed by the laws of the State of Delaware and applicable U.S. federal law, excluding conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to personal jurisdiction there.

Notices

We may give notice by email or by posting in the Service. Notices to us should be sent to support@teamduo.ai, or by post to Workduo Inc., 4 West 4th Avenue, 6th Floor, San Mateo, CA 94402, USA.

Entire agreement and amendments

This Agreement, together with any applicable subscription agreement, is the entire agreement between the parties and supersedes prior agreements on its subject matter. Amendments must be in writing and signed by authorized representatives, or agreed through our electronic processes. Terms in a Customer purchase order or vendor form are rejected and have no effect.

Waiver and severability

A waiver must be in writing and signed; it is not implied by a failure to enforce. If a provision is held invalid, it will be replaced by a valid provision reflecting the original intent, and the rest of the Agreement remains in effect.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including strikes, war, terrorism, pandemics, utility or network failures, and natural disasters. This does not excuse payment obligations.

Subcontractors and relationship of the parties

We may engage subcontractors and remain responsible for their compliance with this Agreement. The parties are independent contractors; nothing here creates a partnership, agency, or employment relationship.

Export and government end-users

Customer will comply with U.S. and applicable foreign export control and sanctions laws, and certifies that it is not a restricted party, is not located in an embargoed jurisdiction, and will not submit information controlled under ITAR. Use by U.S. Government end-users is subject to FAR 12.212 and DFARS 227.7202.

Open source

Open source software included in the Service may be governed by its own license, which applies to that software on a standalone basis.

Order of precedence

For a given subscription, the applicable subscription agreement controls, followed by this Agreement.

Contact

Questions about this Agreement? Email support@teamduo.ai.