Terms of Service
v1.0Effective April 17, 2026
1. Agreement
These Terms of Service ("Terms") form a binding agreement between you (or the organization you represent, "Customer") and Foundry SMB LLC ("Foundry," "we," "us"). By purchasing a subscription, activating Psygil, or using psygil.com beyond browsing, you accept these Terms. If you do not accept these Terms, do not use Psygil.
2. Definitions
- Software. The Psygil desktop application and related updates we provide.
- Subscription. The monthly license granted under the tier you purchase (Solo, Practice, or Enterprise).
- Seat. A single authorized user bound to a device fingerprint.
- PHI. Protected Health Information as defined in 45 CFR 160.103 under HIPAA.
- Customer Data. Clinical records, intake fields, test scores, notes, drafts, and signed reports that Customer creates, imports, or stores inside the Software on Customer-controlled systems.
3. License grant
Subject to Customer's compliance with these Terms and payment of fees, Foundry grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software during the Subscription term, on the number of Seats purchased, for Customer's own professional psychological work. All rights not expressly granted are reserved.
4. Restrictions
Customer shall not, and shall not permit any third party to:
- reverse engineer, decompile, or derive source code from the Software, except to the extent that applicable law expressly permits;
- remove, alter, or obscure proprietary notices, license signatures, attestation strings, or audit-log entries;
- share, resell, rent, sublicense, or transfer Seats or license keys;
- circumvent the Software's decision gates or cause the Writer agent to produce a report without a rendered diagnostic decision;
- use Software outputs to train, fine-tune, or benchmark any machine-learning model that competes with Psygil;
- use the Software to violate any applicable law, regulation, or professional ethics code; or
- use the Software on behalf of a person who is not a licensed clinician, or to produce evaluations the authoring clinician has not personally reviewed and signed.
5. Clinical responsibility
The clinician diagnoses. Psygil does not. The Software organizes evidence, proposes diagnoses for clinician review, and drafts language. It does not practice medicine, psychology, or any other licensed profession. It does not sign reports. Customer is solely responsible for all clinical judgments, for the accuracy and appropriateness of every rendered diagnosis, and for the ethical and legal sufficiency of any report the clinician signs. Use of the Software does not create a clinician-patient relationship with Foundry.
6. Fees and billing
Subscriptions are billed monthly in advance at the rates published at psygil.com/download or set out in an Enterprise order form. Fees are in United States dollars and are exclusive of applicable taxes. We may change prices on thirty days' written notice, effective at the next renewal. Failure to pay within ten days of invoice date may result in suspension of the Subscription.
7. Term, renewal, cancellation
Each monthly Subscription renews automatically until Customer cancels. Customer may cancel at any time through the Stripe Customer Portal or by emailing billing@psygil.com. Upon cancellation, access continues through the end of the current billing period and the Subscription does not renew. Fees already paid are not refunded. See the Refund Policy tab.
8. Intellectual property
Foundry owns all right, title, and interest in the Software, psygil.com, and any improvements, modifications, and derivatives, including feedback Customer provides. Customer owns Customer Data. Foundry claims no license over Customer Data beyond what is strictly necessary to provide the Software, and in the default local-first configuration Foundry does not receive Customer Data.
9. Confidentiality
Each party will protect the other party's non-public information using at least the care it uses for its own confidential information of similar importance, and will use it only to perform this agreement. These obligations do not apply to information that is public, already known, independently developed, or required to be disclosed by law after reasonable notice to the other party.
10. Warranty disclaimer
THE SOFTWARE AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOUNDRY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FOUNDRY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET EVERY REQUIREMENT, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR PRODUCE ANY PARTICULAR CLINICAL OR LEGAL OUTCOME.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FOUNDRY UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, A BREACH OF CONFIDENTIALITY, CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12. Indemnification
Customer will defend, indemnify, and hold harmless Foundry from and against third-party claims arising out of: (a) Customer's use of the Software in violation of these Terms or applicable law, (b) Customer Data, (c) Customer's clinical work, including any diagnosis, evaluation, report, or testimony, and (d) Customer's breach of professional ethics. Foundry will defend, indemnify, and hold harmless Customer from and against third-party claims that the Software, as provided and used in accordance with these Terms, infringes a United States patent, copyright, or trade secret, subject to the cap in Section 11.
13. Suspension and termination
Foundry may suspend or terminate access on notice if Customer materially breaches these Terms and does not cure within ten days, if required by law, or if Customer's use presents a security risk to the Software or other customers. Customer may terminate by cancelling the Subscription. Sections that by their nature should survive termination will survive, including Sections 5, 8, 10, 11, 12, and 14.
14. Governing law; disputes
These Terms are governed by the laws of the State of Colorado, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties submit to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado, for any dispute, subject to the informal-resolution step below. Each party waives any right to a jury trial to the fullest extent permitted by law. Each party waives any right to participate in a class, collective, or representative action against the other. Before filing suit, the parties will attempt to resolve any dispute in good faith for at least thirty days, starting with written notice to legal@psygil.com.
15. Miscellaneous
These Terms, together with any order form and the other policies linked on this page, are the entire agreement between the parties on this subject. Neither party may assign this agreement without the other party's consent, except in a merger, acquisition, or sale of substantially all assets. Notices under these Terms must be in writing and sent to the email addresses listed in the Overview. If any provision of these Terms is held invalid, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver.