Terms and Conditions

You must be at least 18 years old and able to enter into a binding agreement. You must provide accurate account information, keep your credentials secure, and promptly tell us if you suspect unauthorized access. You are responsible for activity under your account and for the people your organization authorizes to use the Services. Organization administrators may manage access to the organization’s workspace and data.

Subject to these Terms and any applicable order or separate agreement, we grant you a limited, nonexclusive, nontransferable right to use the Services for your internal business purposes. You may use our documentation and tools only in connection with that authorized use. We and our licensors retain all rights in the Services, including software, design, and documentation. Open source components remain subject to their own licenses.

You will not, and will not allow others to:

• use the Services unlawfully or infringe another person’s rights;
• upload or connect data that you lack authority to use or disclose;
• attempt to bypass security, access controls, usage limits, or another customer’s workspace;
• introduce malware, interfere with the Services, or probe for vulnerabilities without our authorization;
• reverse engineer or copy the Services except where applicable law expressly permits it; or
• use the Services to develop a competing service using nonpublic aspects of the Services.

We may set reasonable technical limits and take proportionate action to protect the Services, our customers, and third parties.

Customer Data means the information you or your authorized users provide to, connect with, or generate through the Services, including repository material, telemetry, traces, prompts and responses, feedback, outcomes, and integration data. You retain your rights in Customer Data. You give us and our service providers the rights needed to host, transmit, process, and display Customer Data to provide, secure, support, and maintain the Services in accordance with your settings, these Terms, and any applicable written agreement. This permission ends when the relevant Customer Data is deleted, subject to lawful retention and the operational deletion process.

You are responsible for your Customer Data, for the permissions you grant to integrations, and for giving required notices and obtaining required consents from people whose information you submit. Do not submit information that the Services or your agreement do not permit us to process.

The Services may connect to third-party products, repositories, model providers, or communication tools at your direction. Your use of those products may be governed by their terms. You can review and manage available connection settings in the Services. We are not responsible for a third-party product’s independent operation or for changes it makes outside our control.

Virgo may analyze Customer Data and produce summaries, suggestions, evaluations, code drafts, or other generated material (Output). Output can be incomplete or inaccurate. You are responsible for reviewing it and deciding whether and how to use it, especially before changing code, deploying software, making business decisions, or acting on information about another person. The Services do not provide legal, medical, financial, or other regulated professional advice.

Any integration permissions and approval steps available in the Services still apply to actions involving your external systems. You are responsible for the authority you grant and for reviewing actions taken on your behalf.

If you purchase paid Services, the fees, payment terms, subscription period, and any renewal or cancellation terms will be stated in the order or other terms you accept for that purchase. You are responsible for applicable taxes other than taxes on our income. We will not charge a fee that has not been disclosed to and accepted by you or your organization.

Each party may receive nonpublic information from the other that is marked confidential or should reasonably be understood to be confidential (Confidential Information). The receiving party will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and disclose it only to people and service providers who need it for that purpose and are bound to protect it. Confidential Information does not include information that becomes public without breach, was already known without a duty of confidentiality, is independently developed, or is lawfully received from another source. A party may disclose Confidential Information when required by law, after giving notice when legally permitted.

Our Privacy Policy explains our handling of personal information. We use reasonable measures designed to protect the Services and Customer Data, but no system is completely secure. Where we process personal information for an organization on its behalf, any applicable data processing agreement or separate written agreement will govern that processing.

You may stop using the Services at any time. An organization administrator may request workspace or organization deletion through available controls or by contacting us. Deletion may take time to complete and may be subject to lawful retention, unresolved obligations, or a separate agreement.

We may suspend access when reasonably necessary to address a security threat, unlawful use, a material breach of these Terms, or unpaid fees that are due under an accepted order. Where practicable, we will give notice and an opportunity to resolve the issue. Either party may terminate these Terms for a material breach that remains uncured 30 days after written notice, unless immediate termination is reasonably necessary for security or law. Provisions that by their nature should continue after termination will survive, including payment obligations, confidentiality, ownership, disclaimers, liability limits, and dispute terms.

We will use reasonable care in providing the Services. Except as expressly stated in a separate written agreement, and to the extent permitted by law, the Services and Output are provided as is and as available. We disclaim implied warranties of merchantability, fitness for a particular purpose, and noninfringement. We do not guarantee uninterrupted service or a particular business result.

To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising from these Terms, even if advised that such damages were possible. Each party’s total liability arising from these Terms will not exceed the greater of (a) the fees paid or payable for the Services during the 12 months before the event giving rise to the claim and (b) US$100. This limit does not apply to payment obligations, fraud, willful misconduct, or liability that cannot lawfully be limited. A separate written agreement may set different limits.

New York law governs these Terms, without regard to conflict of laws rules. The state and federal courts located in [confirm county], New York will have exclusive jurisdiction over disputes arising from these Terms, unless applicable law requires a different venue. Each party consents to those courts’ jurisdiction.

We may update these Terms as the Services change. We will post the revised Terms with a new effective date and give additional notice of material changes when required by law. Changes will apply prospectively. If you continue to use the Services after updated Terms take effect, you accept them; if you do not agree, stop using the Services.

You may not transfer these Terms without our consent, except as part of a merger or sale of substantially all relevant assets with notice to us. We may transfer them in connection with such a transaction. If any provision is unenforceable, the rest remains effective. A failure to enforce a provision is not a waiver. These Terms and any applicable written agreement are the entire agreement about the Services, subject to the order of precedence stated above.

Questions about these Terms may be sent to hello@propermotion.ai.