1. Agreement and scope

These MEGA(X) Studio Terms of Use (the “Terms”) are entered into between MEGA(X), a California C corporation (“MEGA(X),” “we,” “us,” or “our”), and the person or entity that registers for, orders, accesses, or uses MEGA(X) Studio (“Customer,” “you,” or “your”). The Terms govern the MEGA(X) Studio websites, applications, workflow canvases, component and prompt libraries, AI-assisted features, exports, administration tools, documentation, and related support (collectively, the “Service”).

By clicking to accept, creating an Account, accepting an invitation, signing an Order, or accessing or using the Service, you agree to these Terms. If you use the Service for a company or other organization, you represent that you have authority to bind it, and “Customer” means that organization. You must be at least 18 years old and able to form a binding contract.

These Terms supplement the MEGA(X) website terms. For the Service, these Terms control over the general website terms. The MEGA(X) Studio Privacy Notice explains how personal information is handled and is incorporated by reference where applicable.

2. Orders and priority

An “Order” is an online checkout, order form, statement of work, reseller order, or other ordering document accepted by MEGA(X) that identifies the Service, subscription, usage, fees, or professional services being purchased. Each Order is governed by these Terms. Future Orders also fall under the version of these Terms identified in the Order or accepted through the Service.

If documents conflict, the following order of priority applies unless a document expressly says otherwise: (1) a signed data processing addendum for its subject matter; (2) a signed Order; (3) these Terms; (4) the Privacy Notice; and (5) Documentation. A Customer purchase order, procurement portal, or business form is for administrative convenience only and does not add or change terms unless MEGA(X) expressly agrees in a signed writing.

3. The Service

3.1 Permitted use

During the Subscription Term and subject to these Terms, the applicable Order, and payment of fees, MEGA(X) grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to allow its Users to access and use the Service for Customer’s internal business purposes. Usage limits, plan features, and technical requirements shown in the Service or Order apply.

3.2 Workflow design, not unattended execution

Unless an Order expressly identifies production execution services, the Service is a design, documentation, simulation, analysis, and governance environment. A workflow drawing, simulation, preflight result, AI recommendation, connector animation, or export does not itself prove that an external system executed an action or that a business outcome occurred. Customer must validate integrations, permissions, logic, failure handling, and outcome evidence before operational use.

3.3 Service changes

MEGA(X) may improve, modify, add, or remove Service features. We will not materially reduce the core functionality of a paid subscription during its then-current Subscription Term without reasonable notice, except where a change is required for security, law, third-party dependency changes, or prevention of material harm.

3.4 Documentation

Customer and its Users must use the Service in accordance with the Documentation and reasonable technical instructions supplied by MEGA(X).

4. Accounts, Users, and administrators

4.1 Account information

Account and organization information must be accurate and current. Credentials are personal to each User and may not be shared. Customer is responsible for its Users’ compliance with these Terms and for activity through its Accounts, except to the extent caused by MEGA(X)’s breach. Customer must promptly report suspected credential compromise or unauthorized access.

4.2 Organization administrators

Customer may designate administrators who can invite or remove Users, assign roles, manage folders and workflows, configure integrations and AI providers, access Customer Content, change workspace settings, and take other privileged actions. Customer is solely responsible for selecting administrators and for their actions.

4.3 Corporate email domains

If a User registers with an email address controlled by an employer or other organization, the User represents that the organization may be the Customer. Subject to verification and applicable law, the organization may claim or administer the Account, access or control Customer Content associated with its workspace, and restrict or terminate the User’s access.

4.4 MEGA(X) platform administration

Authorized MEGA(X) platform administrators may access limited Account and workspace information when reasonably necessary to provide support, maintain or secure the Service, investigate misuse, administer subscriptions, enforce these Terms, or comply with law. Privileged actions may be logged and audited.

5. Support and professional services

MEGA(X) will provide the support identified in the applicable plan or Order. Unless an Order includes a service-level commitment, response and resolution times are targets rather than guarantees.

Implementation, training, configuration, advisory, or other professional services require an Order or statement of work. Customer will provide timely access, decisions, information, and cooperation reasonably needed to perform them. Each party retains ownership of materials it had before the engagement. Unless an Order says otherwise, Customer may use professional-services deliverables internally with the Service, while MEGA(X) retains its underlying tools, methods, reusable components, skills, know-how, and generalized learnings that do not identify Customer or disclose Customer Confidential Information.

6. Customer Content and sharing

6.1 Ownership

“Customer Content” means workflows, workflow names, prompts, notes, files, links, configurations, instructions, inputs, and other information submitted to the Service, together with outputs generated specifically from that content. As between Customer and MEGA(X), Customer retains its rights in Customer Content. Customer Content does not include the Service, MEGA(X) Materials, or an underlying platform component merely because it appears in or supports a workflow.

6.2 Limited license to operate the Service

Customer grants MEGA(X) and its Subprocessors a worldwide, non-exclusive, limited-term right to host, copy, transmit, display, reformat, process, and otherwise use Customer Content only as reasonably necessary to provide, secure, maintain, support, and improve the operation and reliability of the Service; comply with law; and enforce these Terms. This license does not transfer ownership of Customer Content to MEGA(X).

6.3 Customer responsibility

Customer is responsible for the legality, accuracy, quality, and integrity of Customer Content and represents that it has all rights, notices, consents, permissions, and lawful bases required to submit and process it. Customer controls sharing settings and is responsible for access it grants to Users, guests, public links, exports, and Third-Party Services.

6.4 Usage Data

MEGA(X) may collect technical logs, telemetry, performance information, and aggregated or de-identified usage information to operate, secure, support, and improve the Service. Usage Data does not include Customer Content in identifiable form. MEGA(X) will not attempt to re-identify de-identified information.

6.5 Export

During an active Subscription Term, Customer may export Customer Content using available export features. Export formats can vary by content type and may not reproduce interactive behavior, third-party assets, proprietary platform components, or features unsupported by the destination format.

7. AI-assisted features

7.1 Decision support

AI-assisted features may produce prompts, suggestions, workflow structures, classifications, estimates, summaries, technical notes, build plans, or other output. Output may be incomplete, inaccurate, biased, non-unique, or unsuitable for a particular purpose. AI output is decision support—not legal, medical, financial, employment, security, or other professional advice—and does not replace qualified human review.

7.2 Customer responsibility

Customer is responsible for evaluating, testing, approving, and monitoring AI output before relying on it, publishing it, connecting it to other systems, or using it to take action. Customer must not use the Service as the sole basis for a decision that produces legal or similarly significant effects on a person. Customer remains responsible for its workflow logic, prompts, selected models, token and cost limits, connected systems, and business outcomes.

7.3 Providers and data use

When a User invokes an AI feature, relevant Customer Content and technical instructions may be sent to the AI provider selected by Customer or made available under Customer’s plan. Provider-specific terms may apply. MEGA(X) does not use Customer Content to train a general-purpose AI model unless Customer separately and expressly opts in through a written agreement or a clear Service control.

7.4 Similar output

Generative systems may provide similar output to different customers. Customer receives rights in its generated output only to the extent those rights can legally exist and subject to third-party rights, these Terms, and MEGA(X)’s continuing ownership of MEGA(X) Materials.

8. Third-party services and integrations

The Service may display, link to, or interoperate with platforms, content, data, models, or services not provided by MEGA(X), including customer-selected SaaS applications and AI providers (“Third-Party Services”). Third-Party Services are governed by their own agreements, permissions, security practices, and privacy notices. Their names and logos belong to their respective owners, and inclusion in the Service does not imply endorsement or partnership.

Customer authorizes MEGA(X) to transmit the minimum information reasonably required to perform a User-requested integration or AI function. If Customer supplies an API key, OAuth grant, credential, file, or account connection, Customer represents that it is authorized to do so and is responsible for permissions, scopes, provider charges, rate limits, and configuration. MEGA(X) is not responsible for Third-Party Service availability, changes, output, data handling, or acts outside MEGA(X)’s reasonable control.

9. Customer obligations and prohibited uses

9.1 Lawful use

Customer will use the Service and Customer Content in compliance with applicable law, these Terms, its own policies, and rights of others.

9.2 Prohibited data and high-risk use

Unless MEGA(X) expressly agrees in writing that the Service is configured for it, Customer must not submit protected health information subject to HIPAA, payment-card data subject to PCI DSS, government identification numbers, export-controlled technical data, children’s personal information, or other specially regulated or highly sensitive data. The Service is not designed for nuclear facilities, life-support systems, emergency dispatch, autonomous vehicle control, weapons, or other use where failure could reasonably cause death, serious bodily injury, or substantial physical or environmental harm.

9.3 Misuse

Customer and its Users may not:

• violate law, another person’s rights, or contractual, privacy, or confidentiality obligations;
• upload malware; interfere with security, availability, rate limits, or other customers; or test vulnerabilities without written authorization;
• gain or attempt unauthorized access to Accounts, systems, data, credentials, models, non-public APIs, or administrative features;
• use the Service to create or facilitate unlawful, fraudulent, discriminatory, deceptive, abusive, or harmful automation;
• misrepresent AI output, simulation, or preflight results as verified human judgment or proof of real-world execution;
• permit seat sharing, resell access, operate a service bureau, or provide the Service to third parties except as an Order permits; or
• violate the product-protection restrictions in Section 13.

10. Suspension

MEGA(X) may suspend an Account, User, integration, or affected feature if reasonably necessary to prevent or address a material security risk, unlawful activity, nonpayment, breach of Sections 9 or 13, harm to the Service or others, or a legal requirement. When practicable, MEGA(X) will provide notice and limit the suspension to the affected use. We will restore access after the issue is resolved to our reasonable satisfaction. Suspension does not excuse fees already due.

11. Commercial terms

11.1 Subscription and fees

Plan, seats, usage, Subscription Term, fees, billing frequency, and payment terms are stated at purchase or in an Order. Customer authorizes MEGA(X) and its payment processor to charge the authorized payment method for amounts due. Except where an Order says otherwise, fees are stated in U.S. dollars, due in advance, non-cancellable, and non-refundable except as required by law or expressly stated in these Terms. Customer is responsible for applicable sales, use, value-added, and similar taxes, excluding taxes on MEGA(X)’s net income.

11.2 Renewal and cancellation

A self-service subscription renews automatically only if the renewal terms, frequency, price or pricing method, and cancellation method are clearly disclosed before Customer consents. Customer may cancel through available online billing controls or the method identified in the Order or renewal notice. Cancellation takes effect at the end of the current paid term unless law requires otherwise. MEGA(X) will provide renewal, trial-conversion, annual, and price-change notices where required by applicable law.

11.3 Trials

MEGA(X) will not convert a no-card trial into a paid subscription without obtaining payment authorization and clearly disclosing the resulting charges. If a paid subscription follows a free or discounted period, the price and cancellation method will be disclosed before affirmative consent is obtained.

11.4 Late payment

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Customer must raise a good-faith billing dispute within 30 days after the applicable invoice and timely pay undisputed amounts.

11.5 Reseller purchases

If Customer purchases through an authorized reseller, Customer pays the reseller under its commercial arrangement, but these Terms govern use of the Service. A reseller cannot modify these Terms or make commitments for MEGA(X). MEGA(X) may suspend Service if it does not receive the corresponding reseller payment. Refunds, if any, may be provided through the reseller.

12. Term, termination, and data

12.1 Term

These Terms begin when Customer first accepts them, accesses the Service, or enters an Order and continue until all Subscription Terms and permitted post-termination access end.

12.2 Termination for cause

Either party may terminate an affected Order if the other materially breaches it and does not cure within 30 days after written notice, or within 10 days for nonpayment. Either party may terminate immediately if the other becomes subject to insolvency proceedings not dismissed within 60 days, ceases business without a successor, or if continued performance would violate law.

12.3 Effect of termination

At termination, Customer’s right to use the affected Service ends and unpaid amounts become due. If Customer terminates for MEGA(X)’s uncured material breach, MEGA(X) will refund prepaid fees allocable to the unused terminated period. If MEGA(X) terminates for Customer’s breach, Customer remains responsible for committed fees to the extent permitted by law.

12.4 Customer Content and Trash

Customer should export needed Customer Content before termination. Workflow items moved to Trash are scheduled for permanent deletion after 14 days. Following termination, remaining Customer Content may be deleted or de-identified according to MEGA(X)’s operational, backup, legal, and security requirements. MEGA(X) is not required to retain or recover content after the applicable retention period.

12.5 Survival

Sections that by their nature should survive do survive, including payment obligations, ownership and restrictions, confidentiality, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.

13. Ownership and product protection

13.1 MEGA(X) Materials

MEGA(X), MEGA(X) Studio™, the MEGA(X) logos, and related source-identifying elements are marks of MEGA(X) or its licensors. MEGA(X) and its licensors own the Service and “MEGA(X) Materials,” including software and code; non-public architecture, data models, algorithms, and implementation methods; original interface expression, graphics, and Documentation; curated taxonomies, ontologies, prompt-skill content, workflow templates, examples, platform catalogs, and component libraries; and the original selection, coordination, and arrangement of those materials. These assets may be protected by copyright, trademark, trade-secret, patent, contract, and other laws. Except for the limited use right in Section 3, MEGA(X) reserves all rights.

13.2 Restrictions

Except where applicable law prohibits a restriction or MEGA(X) authorizes it in writing, Customer may not:

• copy, reproduce, modify, translate, distribute, sell, sublicense, white-label, frame, mirror, or commercially exploit the Service or MEGA(X) Materials;
• reverse engineer, decompile, disassemble, or attempt to derive source code, models, system prompts, methods, or non-public components;
• crawl, scrape, record, bulk-download, or systematically extract content, catalogs, templates, prompt skills, examples, icons, or interface elements;
• use the Service, MEGA(X) Confidential Information, or systematically extracted MEGA(X) Materials to develop, train, benchmark, or assist a substantially similar or competing product;
• circumvent technical controls, conceal automated extraction, access non-public features, or remove proprietary notices; or
• publish non-public benchmarks or security-test results without MEGA(X)’s written approval.

Unauthorized copying, extraction, or replication is a material breach of these Terms and may also violate MEGA(X)’s intellectual-property, confidentiality, or other legal rights. These Terms do not claim ownership of abstract ideas, generalized workflow concepts, business methods, systems, or industry knowledge that applicable law leaves unprotected. They protect MEGA(X)’s particular expression, software, branding, Confidential Information, protectable compilations, and contractually restricted uses.

13.3 Feedback

If Customer voluntarily provides feedback or suggestions, Customer grants MEGA(X) a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate them without restriction or attribution. This does not give MEGA(X) rights in Customer Content or Customer Confidential Information merely because feedback concerns the Service.

14. Confidentiality and required disclosures

14.1 Confidential Information

“Confidential Information” means non-public information disclosed under the parties’ relationship that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances. Customer Confidential Information includes Customer Content. MEGA(X) Confidential Information includes non-public Service technology, security information, pricing, product plans, and these Terms where negotiated confidentially.

14.2 Protection and permitted use

The receiving party will use at least reasonable care to protect Confidential Information, use it only to exercise rights and perform obligations under the parties’ agreement, and disclose it only to personnel, professional advisers, and Subprocessors who need to know it and are bound by protective obligations. The receiving party remains responsible for those representatives.

14.3 Exclusions

Confidentiality obligations do not apply to information the receiving party can document: (a) became public without breach; (b) it lawfully knew without restriction before disclosure; (c) it rightfully received from another source without a duty of confidentiality; or (d) it independently developed without use of the disclosing party’s Confidential Information.

14.4 Required disclosure and remedies

A party may disclose Confidential Information where legally required if, to the extent permitted, it gives prompt notice and reasonable assistance to seek confidential treatment. Unauthorized use or disclosure may cause irreparable harm, so either party may seek appropriate equitable relief in addition to other remedies.

15. Privacy and security

Each party will comply with privacy and data-protection laws applicable to its role. MEGA(X) processes personal information as described in the Privacy Notice and any signed data processing addendum. For personal information in Customer Content, Customer generally determines the purpose and means of processing and MEGA(X) generally acts as Customer’s service provider or processor.

MEGA(X) uses administrative, technical, and organizational safeguards designed to protect the Service and Customer Content. No online service is completely secure. Customer must use reasonable security practices, protect credentials and API keys, apply least-privilege permissions, and promptly notify MEGA(X) of suspected unauthorized access. Security or compliance commitments beyond these Terms apply only if stated in a signed agreement.

16. Warranties and disclaimers

16.1 Mutual authority

Each party warrants that it has authority to enter the agreement. MEGA(X) warrants that, during a paid Subscription Term, the Service will perform in all material respects according to its Documentation under normal authorized use and that professional services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is for MEGA(X) to use reasonable efforts to correct or reperform the affected Service; if MEGA(X) cannot do so, Customer may terminate the affected Order and receive a refund of prepaid fees for the unused terminated period.

17. Indemnification

17.1 By MEGA(X)

For a paid Customer, MEGA(X) will defend a third-party claim alleging that Customer’s authorized use of the Service infringes a United States patent, copyright, trademark, or trade secret, and will pay damages finally awarded or approved in settlement. If a claim may materially interfere with use, MEGA(X) may obtain continued rights, modify or replace the affected Service without materially reducing overall functionality, or terminate it and refund prepaid fees for the unused terminated period.

MEGA(X) has no obligation to the extent a claim arises from Customer Content, Third-Party Services, Customer’s modification or unauthorized use, combinations not supplied or required by MEGA(X), continued use after notice of an available non-infringing replacement, or Trials and Betas. This Section states Customer’s exclusive remedy for third-party intellectual-property infringement by the Service.

17.2 By Customer

Customer will defend MEGA(X), its affiliates, and their personnel from third-party claims arising from Customer Content, Customer’s connected systems, Customer’s breach of Sections 9 or 13, or Customer’s unlawful or unauthorized use of the Service, and will pay damages finally awarded or approved in settlement, except to the extent caused by MEGA(X)’s breach or misconduct.

17.3 Procedure

Indemnification depends on prompt notice, reasonable cooperation at the indemnifying party’s expense, and the indemnifying party’s control of the defense and settlement. A settlement may not require the indemnified party to admit fault, pay money, or accept ongoing obligations without its prior written consent, not to be unreasonably withheld.

18. Limitation of liability

The exclusions and cap do not apply to Customer’s payment obligations, Customer’s breach of Section 13, either party’s fraud or willful misconduct, or liability that cannot lawfully be limited. They apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

19. Trials, previews, and beta features

MEGA(X) may offer alpha, beta, preview, early-access, experimental, free, or evaluation features (“Beta Features”). Beta Features are optional, may be incomplete or inoperable, may change or never become generally available, and may be subject to additional terms or limits. Either party may end access at any time. Unless an Order says otherwise, Beta Features have no service-level commitment, warranty, indemnity, or support obligation, and MEGA(X)’s aggregate liability for them will not exceed US$50 to the extent permitted by law.

20. Changes to these Terms

MEGA(X) may update these Terms to reflect Service, business, legal, or security changes. We will post the revised Terms with a new effective date and provide reasonable notice of material changes through the Service, email, or another appropriate method. Material changes normally take effect at Customer’s next renewal. Changes required by law or needed to prevent material harm may take effect sooner with notice where practicable.

If Customer objects to a material mid-term change within 30 days after notice, MEGA(X) may allow the existing Terms to govern until the current paid term ends or permit Customer to terminate the affected Service and receive a refund of prepaid fees for the unused terminated period. Continued use after the effective date constitutes acceptance where permitted by law.

21. Governing law and disputes

Before filing a claim, each party will give the other written notice describing the dispute and requested relief and will allow at least 30 days for good-faith informal resolution, unless urgent equitable relief is reasonably necessary.

These Terms and disputes arising from them are governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules or the United Nations Convention on Contracts for the International Sale of Goods. Subject to any signed Order, the parties submit to exclusive jurisdiction in the state courts located in Contra Costa County, California, and the federal courts for the Northern District of California. Nothing prevents either party from seeking injunctive or equitable relief to protect security, Confidential Information, or intellectual-property rights.

22. California consumer notice

MEGA(X) is a California C corporation located in Brentwood, California 94513. Information about current Service charges is presented at purchase or in the applicable Order. For questions or complaints, contact MEGA(X) through the MEGA(X) contact page or call 1-888-88MEGAX.

California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, telephone (800) 952-5210, or TTY (800) 735-2929. This notice does not waive or limit any non-waivable consumer right.

23. General terms

23.1 Notices

Operational notices may be sent to the Account email, displayed in the Service, or posted on the Service website. Legal notices to MEGA(X) must be submitted through the MEGA(X) contact page with the subject “Legal Notice” and a copy sent by a trackable delivery method to any legal-notice address stated in the applicable Order. Notices to Customer may be sent to its billing or administrator contact.

23.2 Assignment

Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or transfer of substantially all relevant assets, provided the assignee can perform the obligations. Any prohibited assignment is void.

23.3 Publicity

Neither party may issue a press release naming the other without prior consent. MEGA(X) will not use Customer’s name or logo in a public customer list without Customer’s permission.

23.4 Export and sanctions

Customer will comply with applicable export-control and sanctions laws. Customer represents that it and its Users are not prohibited parties and will not access or use the Service from an embargoed location or for a prohibited end use.

23.5 Government Users

The Service and Documentation are commercial computer software and commercial computer software documentation developed exclusively at private expense. Government use is limited to the rights granted under these Terms and the applicable procurement rules.

23.6 Open source

The Service may include open-source software. To the extent required by an open-source license, that license governs the applicable component on a stand-alone basis instead of these Terms.

23.7 Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except Customer’s obligation to pay amounts already due. The affected party will use reasonable efforts to reduce the impact and resume performance.

23.8 Relationship; no third-party beneficiaries

The parties are independent contractors, not partners, agents, fiduciaries, or joint venturers. These Terms create no third-party beneficiary rights.

23.9 Entire agreement; electronic acceptance

These Terms, incorporated policies, and Orders are the entire agreement about the Service and supersede prior or contemporaneous understandings on that subject. Electronic acceptance and signatures are binding. Headings are for convenience; “including” means “including without limitation.”

23.10 Waiver and severability

A waiver must be in writing and is not implied by delay. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will stay effective.

24. Definitions

Account

A User or organization account used to access the Service.

Affiliate

An entity that controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than 50% of voting interests.

Customer Content

Has the meaning given in Section 6.1.

Documentation

MEGA(X)’s then-current user guides, in-product instructions, and technical documentation for the Service.

MEGA(X) Materials

Has the meaning given in Section 13.1.

Order

Has the meaning given in Section 2.

Service

Has the meaning given in Section 1 and excludes Third-Party Services.

Subscription Term

The period of authorized Service use identified in an Order or online plan.

Subprocessor

A third party engaged by MEGA(X) to process personal information or Customer Content to provide the Service.

Third-Party Service

Has the meaning given in Section 8.

User

An individual Customer permits or invites to access its Account or workspace.