Terms of Service

Last Updated: March 11, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Amstiel LLC, a Florida limited liability company ("Amstiel," "we," "us," or "our"), governing your access to and use of the SageScript platform, the Gregory desktop application, and related services (collectively, the "Products").

By accessing or using any of the Products, you agree to be bound by these Terms. If you are using the Products on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1. Definitions

"Authorized Users" means employees or contractors of Customer who are authorized by Customer to access and use the Products under Customer's account or license.

"Customer Data" means all data, including audio files, transcriptions, documents, time entries, matter information, and other content, that Customer or its Authorized Users upload, submit, or generate through the Products.

"Documentation" means the user guides, help articles, and other documentation made available by Amstiel regarding the use of the Products.

"Gregory" means the Amstiel desktop application for Windows that provides passive time tracking and billing capture functionality, installed and operated locally on Authorized Users' devices.

"License Key" means the unique activation key provided by Amstiel to Customer to enable use of Gregory on designated devices.

"Local Data" means all data generated, captured, or stored by Gregory on the user's local device, including window titles, application focus events, matter associations, time entries, and exported reports.

"Protected Health Information" or "PHI" has the meaning given under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations.

"SageScript" means the Amstiel cloud-based platform for audio dictation processing and legal document formatting, hosted on Microsoft Azure.

"Products" means SageScript and Gregory, individually or collectively as the context requires.

"Subscription Term" means the period during which Customer has an active, paid subscription to SageScript or an active license for Gregory.

2. Access and Use of the Products

2.1 SageScript License Grant

Subject to these Terms and payment of applicable fees, Amstiel grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use SageScript during the Subscription Term solely for Customer's internal business purposes.

2.2 Gregory License Grant

Subject to these Terms and payment of applicable fees or acceptance of a pilot license, Amstiel grants Customer a non-exclusive, non-transferable, non-sublicensable right to install and use Gregory on Windows devices operated by Authorized Users during the Subscription Term, solely for Customer's internal business purposes. Each License Key authorizes installation on a single device unless otherwise agreed in writing.

2.3 Authorized Users

Customer may permit its Authorized Users to access the Products in accordance with these Terms. Customer is responsible for all activities conducted under its accounts and licenses and for ensuring that all Authorized Users comply with these Terms.

2.4 Restrictions

Customer shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Products; (b) modify, reverse engineer, decompile, or disassemble the Products; (c) use the Products to build a competitive product or service; (d) use the Products in any manner that violates applicable law; (e) use SageScript to process data on behalf of any third party other than Customer's clients in the ordinary course of Customer's legal practice; (f) attempt to gain unauthorized access to the Products or their related systems; (g) upload Protected Health Information to SageScript unless a Business Associate Agreement has been executed between Customer and Amstiel; (h) circumvent, disable, or interfere with Gregory's license validation mechanisms; or (i) share License Keys with unauthorized individuals or install Gregory on devices beyond the number of authorized licenses.

2.5 Account and License Security

Customer is responsible for maintaining the confidentiality of account credentials and License Keys, and for all activities under its accounts and licenses. Customer shall notify Amstiel immediately of any unauthorized use of its account or License Keys.

3. Customer Data

3.1 Ownership

Customer retains all right, title, and interest in and to Customer Data, including both SageScript data and Gregory Local Data. Amstiel acquires no ownership rights in Customer Data.

3.2 License to Amstiel (SageScript)

Customer grants Amstiel a limited, non-exclusive license to use, process, and store Customer Data submitted to SageScript solely to provide the Product and as described in these Terms and our Privacy Policy. No such license is required for Gregory, as Gregory Local Data does not leave the user's device and is not accessed by Amstiel.

3.3 Data Processing (SageScript)

SageScript processes audio dictation files using artificial intelligence to generate formatted documents. Audio files and generated content are processed in accordance with our Privacy Policy and, where applicable, the Business Associate Agreement executed between the parties.

3.4 Local Data Processing (Gregory)

Gregory operates entirely on the user's local Windows device. All data capture, processing, and storage occurs on-device. Gregory does not transmit data to Amstiel servers, cloud services, or any third party. Amstiel does not access, receive, or process Gregory Local Data.

3.5 AI Processing and Data Retention (SageScript)

Amstiel maintains a zero data retention policy on AI processing. Audio content submitted to SageScript for transcription and formatting is not retained after processing is complete and is not used for model training or any purpose other than delivering the Product to Customer. AI models operate in a stateless manner and do not retain or learn from Customer Data. Processed outputs remain entirely within the Customer's tenant.

3.6 Document Integrity (SageScript)

SageScript performs formatting and structural organization of dictated content only. The Product does not generate, add, remove, or alter the substantive content of Customer Data. SageScript structures and formats the dictated content into a legal document but does not produce original medical, legal, or factual content. Customer acknowledges that AI-assisted formatting may occasionally produce formatting errors and is solely responsible for reviewing all generated documents before use.

3.7 Time Tracking Accuracy (Gregory)

Gregory captures time entries based on observed application usage patterns and user-configured matter associations. Customer acknowledges that automated time tracking may not capture all billable activity, may occasionally attribute time incorrectly, and requires human review before billing. Gregory is designed to assist with time capture, not to replace professional judgment regarding billing. Customer is solely responsible for reviewing, editing, and approving all time entries generated by Gregory before submission to any billing system.

3.8 Data Security

Amstiel implements and maintains administrative, physical, and technical safeguards designed to protect Customer Data processed through SageScript. SageScript is hosted on Microsoft Azure with HIPAA-compliant infrastructure. Gregory Local Data security is the responsibility of the Customer, as the data resides on Customer-controlled devices. Additional details are provided in our Privacy Policy.

4. HIPAA Compliance

4.1 Business Associate Agreement (SageScript)

To the extent that Customer Data submitted to SageScript includes Protected Health Information as defined under HIPAA, the parties shall execute a Business Associate Agreement ("BAA") that governs Amstiel's obligations with respect to such PHI. Customer shall not upload PHI to SageScript until a BAA has been executed between the parties. Use of SageScript to process PHI without an executed BAA is at Customer's sole risk and constitutes a violation of these Terms.

4.2 Gregory and PHI

Gregory may incidentally capture information visible in application window titles that could contain PHI (such as client names or case numbers displayed in other applications). Because Gregory stores this data exclusively on the user's local device and does not transmit it to Amstiel, Amstiel does not act as a Business Associate with respect to Gregory Local Data. Customer is responsible for ensuring that its use of Gregory complies with applicable HIPAA requirements, including implementing appropriate device-level security controls.

4.3 Precedence

In the event of any conflict between these Terms and the BAA, the BAA shall control with respect to PHI processed through SageScript.

4.4 Breach Notification

In the event of a breach of unsecured Protected Health Information related to SageScript, Amstiel shall notify Customer without unreasonable delay and in no event later than sixty (60) calendar days after discovery of the breach. Notification shall be provided in writing to the contact designated by Customer and shall include, to the extent known: (a) a description of the nature of the breach, including the types of information involved; (b) the date of the breach and the date of discovery; (c) a description of the steps Amstiel is taking to investigate the breach, mitigate harm, and prevent future occurrences; and (d) contact information for Customer to direct questions. The parties' respective obligations regarding breach notification are further detailed in the BAA.

4.5 Subprocessors

Amstiel uses third-party service providers ("Subprocessors") to operate SageScript. Amstiel maintains a current list of Subprocessors that may access or process PHI and will provide this list to Customer upon request. Amstiel executes Business Associate Agreements or equivalent contractual protections with all Subprocessors that access PHI. Amstiel shall notify Customer at least thirty (30) days prior to engaging any new Subprocessor that will have access to PHI, providing Customer the opportunity to object. Gregory does not use Subprocessors.

5. Customer Responsibilities

5.1 Document Review (SageScript)

Customer is solely responsible for the legal review and verification of all documents generated by SageScript prior to filing, submission, or any other use. Amstiel does not provide legal advice and SageScript is not a substitute for professional legal judgment.

5.2 Time Entry Review (Gregory)

Customer is solely responsible for reviewing and approving all time entries captured by Gregory before submission to any billing system, client invoice, or court filing. Gregory provides automated time capture as an aid to billing; it does not guarantee accuracy of time attribution and is not a substitute for professional judgment regarding billing practices. Amstiel is not responsible for billing errors, overbilling, underbilling, or disputes arising from time entries generated by Gregory.

5.3 PHI and Patient Authorization

Customer is responsible for obtaining any required patient authorizations or consents prior to uploading Protected Health Information to SageScript, and for complying with all applicable federal and state privacy laws. Customer is also responsible for implementing appropriate security controls on devices running Gregory in environments where PHI may be visible in application windows.

5.4 Device and Access Security

Customer is responsible for securing all devices and networks used to access the Products, including maintaining up-to-date operating systems, antivirus software, and secure network connections. For Gregory, Customer is additionally responsible for physical security and access controls on devices where Gregory is installed, as all Gregory data resides locally.

5.5 User Access Management

Customer is responsible for maintaining accurate and current lists of Authorized Users, promptly revoking access for users who no longer require it, ensuring that account credentials and License Keys are not shared among unauthorized individuals, and ensuring that Gregory is uninstalled from devices of departing personnel.

6. Fees and Payment

6.1 Customer shall pay the subscription or license fees agreed upon in the applicable order or invoice. Fees are quoted and payable in U.S. dollars.

6.2 Unless otherwise agreed in writing, fees are due within thirty (30) days of the invoice date. Amstiel may suspend access to SageScript or revoke Gregory License Keys for any account with fees more than thirty (30) days overdue.

6.3 Fees are exclusive of all taxes. Customer is responsible for all applicable taxes, excluding taxes based on Amstiel's income.

6.4 Amstiel may adjust subscription and license fees upon thirty (30) days' written notice prior to the start of a renewal period.

6.5 Pilot Licenses. Amstiel may issue time-limited pilot License Keys for evaluation purposes under separate written terms. Pilot licenses are provided at no cost and may be revoked by Amstiel at any time. Upon expiration or revocation of a pilot license, Customer shall uninstall Gregory from all authorized devices unless Customer enters into a paid license agreement.

7. Term and Termination

7.1 The initial Subscription Term begins on the date Customer's access is activated (for SageScript) or the date the License Key is issued (for Gregory) and continues for the period specified in the applicable order. The Subscription Term will automatically renew for successive periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice, or becomes subject to insolvency proceedings.

7.3 Post-Termination — SageScript. Customer may request export of SageScript Customer Data in standard formats (including DOCX) for up to thirty (30) days following termination. After the export period, Amstiel will delete Customer Data from production systems. Customer Data contained in automated backups will be purged in accordance with the backup retention schedule, not to exceed ninety (90) days.

7.4 Post-Termination — Gregory. Upon termination, Customer shall uninstall Gregory from all authorized devices. Customer may export time entries and reports prior to uninstallation. Gregory Local Data remaining on Customer devices after uninstallation is under Customer's sole control.

7.5 Sections 3.1, 3.6, 3.7, 5, 8, 9, 10, and 12 shall survive any termination or expiration of these Terms.

8. Intellectual Property

Amstiel retains all right, title, and interest in the Products, including all software, algorithms, interfaces, documentation, and related intellectual property. These Terms do not grant Customer any rights to Amstiel's intellectual property except the limited use rights expressly set forth herein. Customer shall not remove, alter, or obscure any proprietary notices on the Products. If Customer provides feedback regarding the Products, Amstiel may use such feedback without obligation to Customer.

9. Limitation of Liability

9.1 THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMSTIEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 SageScript. Customer acknowledges that documents generated by SageScript are produced using artificial intelligence and may contain formatting errors, omissions, or inaccuracies. The Product formats and organizes dictated content but does not generate original content. Customer is solely responsible for reviewing all generated documents before use.

9.3 Gregory. Customer acknowledges that time entries captured by Gregory are based on automated observation of application usage and may not accurately reflect all billable activity. Gregory is an aid to time capture and is not a substitute for professional billing judgment. Amstiel makes no warranty regarding the completeness or accuracy of time entries generated by Gregory. Customer is solely responsible for reviewing and approving all time entries before use in billing.

9.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMSTIEL'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. AMSTIEL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST BILLING, OR DAMAGES ARISING FROM INACCURATE TIME ENTRIES.

9.5 Service Availability. SageScript is provided without a guaranteed uptime percentage unless separately agreed in a written Service Level Agreement. Amstiel will use commercially reasonable efforts to maintain availability but shall not be liable for periods of unavailability. Gregory availability is dependent on the user's local device and is not within Amstiel's control.

10. Indemnification

10.1 Customer shall indemnify and hold harmless Amstiel from claims arising from: (a) Customer's use of the Products in violation of these Terms; (b) Customer Data; (c) Customer's failure to review documents or time entries prior to use; (d) Customer's uploading of PHI to SageScript without an executed BAA; (e) billing errors or disputes arising from time entries generated by Gregory; or (f) Customer's violation of applicable law.

10.2 Amstiel shall indemnify Customer from third-party claims that the Products infringe a valid United States patent or copyright, provided Customer gives Amstiel prompt notice and reasonable cooperation.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to any third party except as necessary to perform its obligations under these Terms or as required by law.

12. General Provisions

Governing Law. These Terms shall be governed by the laws of the State of Florida.

Dispute Resolution. Disputes shall be resolved in the state or federal courts located in Hillsborough County, Florida.

Entire Agreement. These Terms, together with any applicable order, BAA, and Privacy Policy, constitute the entire agreement between the parties.

Amendments. Material changes will be communicated at least thirty (30) days prior to taking effect.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

Assignment. Customer may not assign these Terms without Amstiel's prior written consent.

Notices. Notices shall be sent to Amstiel LLC, Lutz, Florida, or by email to legal@amstiel.com.

Force Majeure. Neither party shall be liable for delays resulting from causes beyond its reasonable control.

13. Security

13.1 SageScript is hosted on Microsoft Azure with HIPAA-compliant infrastructure, including private endpoints and managed identity authentication. Data is encrypted in transit using TLS 1.2+ and at rest using AES-256 encryption.

13.2 Gregory operates locally on the user's device. Application security includes DPAPI-based license validation and ConfuserEx binary obfuscation. Security of locally stored data is the responsibility of the Customer.

13.3 SageScript Customer Data is backed up using Azure's automated backup services with encryption at rest. Amstiel does not guarantee specific RPO or RTO unless separately agreed in a written Service Level Agreement. Gregory data is not backed up by Amstiel; backup of local data is the Customer's responsibility.

13.4 To report a security vulnerability or concern, contact security@amstiel.com.

Contact

Amstiel LLC · Lutz, Florida
General: legal@amstiel.com
Security: security@amstiel.com
Web: amstiel.com