Vincent Terms of Service
Last updated December 23, 2024
Welcome, and thank you for your interest in bespo, Inc. (“bespo,” “we,” or “us”) and our website at www.bespo.ai, along with the Software (as defined below), our related websites, hosted applications or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms and Conditions, including bespo’s Privacy Policy (available at: https://bespo.notion.site/privacypolicy), (together, these “Terms”) are a legally binding contract between you and bespo regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND bespo’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY bespo AND BY YOU TO BE BOUND BY THESE TERMS.
If you are using the Service in the course of your work for an entity or organization that has a master subscription agreement with bespo in effect, then such master subscription agreement controls in the event of a conflict with these Terms.
NOTICE OF ARBITRATION AND CLASS ACTION WAIVER. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND bespo ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
bespo Service Overview. Our Vincent platform offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently and can provide suggested code, outputs or other functions.
Eligibility. You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].
General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. The pricing and payment terms in this Section 4 are subject to any pricing and payment terms set forth in an Order Form.
4.1. Price. bespo reserves the right to determine pricing for the Service. bespo will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. bespo may change the fees for any feature of the Service, including additional fees or charges, if bespo gives you advance notice of changes before they apply through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on bespo’s net income. bespo, at its sole discretion, may make promotional offers with different features and different pricing to any of bespo’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
4.2. Payment Processing. Notwithstanding any amounts owed to bespo hereunder, bespo DOES NOT DIRECTLY PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at **https://stripe.com/legal** and Stripe’s Global Privacy Policy available at: **https://stripe.com/privacy** (collectively, the "Stripe Agreements"). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. bespo assumes no liability or responsibility for any payments you make through the Service.
4.3. Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize bespo or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our pricing page. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. bespo or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by using the cancellation functionality made available in your billing menu or by contacting us at [email protected]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
4.4. Delinquent Accounts. bespo may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then bespo reserves the right to delete your account and any information associated with your account without any liability to you.
Licenses
5.1. Limited License. Subject to your complete and ongoing compliance with these Terms, bespo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service.
5.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (d) send or otherwise provide to bespo data or information considered to be sensitive or otherwise subject to specific protections under applicable laws beyond any requirements that apply to “personal information” or “personal data” generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act (“HIPAA”), the Payment Card Industry Data Security Standard (“PCI-DSS”), the Gramm-Leach-Bliley Act (“GLBA”), and other U.S. federal, state or foreign laws applying specific security standards; (e) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (f) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (g) remove any proprietary notices or labels displayed on the Service; (n) interfere with or circumvent any feature of the Service, including any security or access control mechanism; or (i) otherwise use the Service except as expressly permitted herein or. If you are prohibited under applicable law from using the Service, then you may not use it.
5.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant bespo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Ownership; Proprietary Rights.
6.1. Rights to the Service and Materials. bespo shall own and retain all right, title and interest in and to the Service. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service and all improvements, enhancements, customizations or modifications thereto provided by bespo (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of bespo or its third-party licensors. Except as expressly authorized by bespo, you may not make use of the Materials. There are no implied licenses in these Terms and bespo reserves all rights to the Materials not granted expressly in these Terms.
6.2. Suggestions. You may use the Service to generate code, outputs, or other functions based on the input provided by you (collectively, “Suggestions”). bespo hereby assigns to you all of our right, title, and interest in and to any Suggestions. Notwithstanding the foregoing, you acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language and other AI models (each an “AI Model”) due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in output that is out of context or does not make sense, (d) AI Models do not have emotions and cannot understand or convey emotions in the way humans can, which can result in output that lacks the empathy and emotion that humans are able to convey, (e) AI Models can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive, (f) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI Models require large amounts of data to train and generate content, and the data used to train AI Models may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated output, and (h) output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of Suggestions. ANY SUGGESTIONS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.
Customer and Usage Data
7.1. Customer Data. Any data, text, and any other works of authorship or other works, including source code (collectively, "Customer Data") that you submit, upload, or otherwise post to or transmit (such actions, collectively, "Upload") to the Service are only used to provide Suggestions to you unless you opt-in to allow bespo to use such Customer Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other bespo offerings. If you do not opt-in to allow bespo to use Customer Data (referred to as "Privacy Mode"), Customer Data is transmitted only to generate Suggestions in real-time and is deleted once Suggestions are generated. When Privacy Mode is enabled, Customer Data is not used for any other purpose, including the training of language models.
7.2. Usage Data. bespo may collect, generate, and derive performance, analytical, or usage data relating to your access to or use of the Service (“Usage Data”). Usage Data will not include any Customer Data. bespo will only use Usage Data to provide the Service to you, to monitor the performance and stability of the Service, and to prevent or address technical issues with the Service. bespo may also anonymize Usage Data, aggregate it with other data, and use that aggregated, anonymized data to improve its products and services.
Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
Communications; Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by responding to the promotional email itself or emailing us at [email protected].
Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms at https://bespo.notion.site/tos All modifications will be effective when they are posted, and your continued accessing or use of the Service will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you should discontinue your use of the Service.
Term, Termination, and Modification of the Service
11.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending on the earlier of: (i) the effective date of termination by either party in accordance with these Terms, including when terminated as described in Section 11.2, or (ii) when no Order Form remains in effect, if you and bespo had previously executed an Order Form.
11.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, bespo may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. If you are using the Services under a free or trial account, you may terminate your use of the Services at any time by deleting your account. If you have purchased a paid subscription for the Services, you may only terminate your account following conclusion of your applicable subscription period by providing us with notice of cancellation before the end of your then-current subscription term.
11.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay bespo any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by bespo), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any content you upload to the Service, including Customer Data. Upon termination of your account, you may lose access rights to any information you provided to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
11.4. Modification of the Service. bespo reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. bespo will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify bespo, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “bespo Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.