Terms of service

1. Acceptance of terms

By signing an order form, creating an account, or using the Service, you agree to these terms on behalf of your organization. If you don't have authority to bind your organization, don't accept these terms. If a signed order form conflicts with these terms, the order form controls for that conflict.

2. Definitions

• Customer means the organization that has accepted these terms, whether through an order form or by using the Service.
• Seat means a named individual authorized to use the Service under Customer's account.
• Flow means a configured routing rule that decides which model and effort level handle a given kind of request.
• Desk means a connected tool, workstation, or integration that sends requests through the Service.
• Order means an order form, online purchase, or similar document that specifies the plan, seat count, and fees Customer has purchased.

3. The service

Verybear is a routing layer that sits between Customer's AI tools and the model providers Customer chooses. Customer's admins configure flows, playbooks, budgets, and policy; Verybear uses that configuration to decide which model and effort level should handle each request, enforce budgets and guardrails, and report on usage, spend, and adoption. We may update and improve the Service over time, including adding or changing features, provided we don't materially reduce the core functionality Customer has paid for during a committed term.

4. Accounts and seats

Customer's admins create and manage seats, assign roles, and remove access when someone leaves the organization. Customer is responsible for keeping login credentials confidential and for all activity under its seats, except activity caused by our breach of these terms. Customer may not share a single seat across multiple individuals.

5. Customer data and content

Customer owns the flows, playbooks, policy, and any content it submits to the Service ("Customer Data"). We process Customer Data as a processor, on Customer's instructions, to provide the Service. We do not use Customer Data to train or fine-tune machine learning models, ours or any third party's. We may use aggregated, de-identified data derived from Customer Data to improve routing quality, flow discovery, and default suggestions across the product, provided it cannot reasonably be used to identify Customer or any individual.

6. Acceptable use

Customer will not, and will not permit its users to:

• Use the Service for any unlawful purpose or in violation of a model provider's terms.
• Attempt to bypass budgets, policy controls, or guardrails configured in the Service.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law.
• Probe, scan, or test the Service's security, or interfere with its normal operation.
• Resell or provide the Service to third parties outside Customer's own organization without our written consent.

7. Third-party model providers

Customer may connect its own model provider accounts and API keys, or ask Verybear to manage provider accounts on its behalf. Either way, each provider's own terms of service govern the output that provider returns. Verybear does not create, review, or guarantee model output, and is not responsible for errors, omissions, bias, or unavailability in a model provider's service. If a provider changes its terms, pricing, or availability, we'll tell Customer's admins as soon as practical and help them route around it where possible.

8. Fees and billing

Fees are billed per seat, per month, with an annual billing option at a discount described on the order form. Subscriptions renew automatically for the same term unless either party gives notice of non-renewal at least 30 days before the renewal date. Customer is responsible for applicable taxes, excluding taxes on our net income. Unpaid invoices more than 15 days past due may result in suspension of the Service after notice. We may change our prices with at least 30 days' written notice; the new price takes effect at Customer's next renewal.

9. Free trials and free tier

We may offer a free trial or a free tier with usage limits. Free trials and free tiers are provided "as is," without the warranties, service levels, or indemnities we offer on paid plans, and we may change or end them at any time. Data created during a free trial or on the free tier is subject to the retention and deletion terms described in our Privacy Policy.

10. Confidentiality

Each party may receive confidential information of the other, including Customer Data, flow configuration, pricing, and non-public product plans. Each party will use the other's confidential information only to perform under these terms, and will protect it using at least the same care it uses for its own confidential information, and no less than reasonable care. This section doesn't apply to information that is public, already known without obligation of confidence, independently developed, or required to be disclosed by law, provided the disclosing party gives notice where legally permitted.

11. Intellectual property and feedback

We own the Service, including its software, routing logic, and documentation. These terms grant Customer a limited right to use the Service; they don't transfer any ownership. If Customer gives us feedback or suggestions, we may use them to improve the Service without any obligation to Customer.

12. Warranties and disclaimers

We will perform the Service in a professional manner consistent with general industry standards. Model output routed through the Service can be incomplete, inaccurate, or wrong. Customer is responsible for reviewing model output before relying on it and for the decisions it makes based on that output. Except as expressly stated in these terms, the Service is provided "as is," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, arising from these terms, even if advised of the possibility. Each party's total liability arising from these terms is limited to the fees Customer paid us in the 12 months before the claim arose. These limits don't apply to a party's breach of the confidentiality section, either party's indemnification obligations, or either party's gross negligence or willful misconduct.

14. Indemnification

We will defend Customer against a third-party claim that the Service, as provided by us, infringes that third party's intellectual property rights, and will pay damages finally awarded. Customer will defend us against a third-party claim arising from Customer Data, Customer's use of the Service in violation of these terms, or Customer's violation of a model provider's terms, and will pay damages finally awarded. In each case, the indemnified party must promptly notify the other of the claim and allow the indemnifying party to control its defense and settlement.

15. Term and termination

These terms stay in effect for as long as Customer has an active order or account. Either party may terminate for the other party's uncured material breach, with 30 days' written notice and an opportunity to cure. We may suspend or terminate access immediately if continued use risks harm to the Service, other customers, or a model provider's systems. After termination, Customer has 30 days to export its flow configuration and usage history; after that window, we may delete it.

16. Governing law and disputes

These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute that isn't resolved informally within 30 days may be brought in the state or federal courts located in Delaware, and each party consents to jurisdiction there. Either party may instead choose to resolve a dispute through binding arbitration under the rules of a mutually agreed arbitration body, if both parties agree in writing at the time the dispute arises.

17. Changes to these terms

We may update these terms from time to time. If we make a material change, we'll notify Customer's admins at least 30 days before it takes effect. Continued use of the Service after that date means Customer accepts the updated terms. The "Last updated" date at the top of this page always reflects the current version.

18. Contact us

Questions about these terms can be sent to [email protected]. Verybear LLC is a Delaware limited liability company.