USER AGREEMENT

             By using Vispo through its website, or any applications that are the property of Vispo.AI Inc., you agree to follow and be bound by this user agreement (the "User Agreement") and agree to comply with all applicable laws and regulations. In this User Agreement, the words "you" and "your" refer to each customer, website visitor, or user, "we", "us" and "our" refer to Vispo and "Services" refers to all services provided by us including our website, any applications or application plug-ins. Please read the User Agreement carefully prior to using any Vispo Services.

             It is your responsibility to review this User Agreement periodically. If at any time you find this User Agreement unacceptable or if you do not agree to this User Agreement, please do not use this website or any applications. We may revise this User Agreement at any time without notice to you. If you have any questions about this User Agreement, please contact us at info@vispo.ai

ABOUT VISPO

             Vispo is an AI-powered platform designed specifically to automate legal documents, transactions and workflows, and provide a contextual multi-agent co-pilot to guide users on the platform.

VISPO SERVICE

Subscription to the Vispo Service. Subject to the terms and conditions of this Agreement, Vispo hereby grants You a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Vispo Service by solely for Your internal business purposes, during the subscription period set forth in the applicable order form.

Support. Subject to the terms of this Agreement, Vispo shall use commercially reasonable efforts to (a) provide the Vispo Service in accordance with its historic levels of availability; and (b) provide 9am – 5pm (PST) email support, excluding federal holidays.

Free Trials. Vispo reserves the right to provide free trials to the Vispo Service (“Free Trials”). Unless otherwise stated otherwise, the Free Trial will be limited to a period of thirty (30) days. Following the expiration of the Free Trial period, the paid subscription will commence, unless You provide written notice of Your intent to terminate such subscription.

Subscriber’s Use of the Vispo Service

Access and Security Guidelines. You will be provided access to and use of the Vispo Service through confidential account credentials. You will be responsible for all uses of its account, except to the extent caused by Vispo’s negligence. You will promptly notify Vispo of any unauthorized use or access to its account. User seats may not be shared amongst other users.

Restrictions. You will not, and will not permit any other party to: (a) reverse engineer, disassemble or decompile any component of the Vispo Platform; (b) interfere in any manner with the operation of the Vispo Service, or the Vispo Platform or the hardware and network used to operate the Vispo Service; (c) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Vispo Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Vispo Platform; or (e) otherwise use the Vispo Service in any manner that exceeds the scope of use permitted by Vispo.

PRIVACY

             Please also review our Privacy Policy, which is incorporated herein by reference which also governs your use of Vispo website and Services, and to understand our practices.

            Vispo Platform and Technology. You acknowledge that Vispo retains all right, title and interest in and to the Services and all software and all Vispo proprietary information and technology used by Vispo or provided to You in connection with the Vispo Service (the “Vispo Technology”), and that the Vispo Technology is protected by intellectual property rights owned by or licensed to Vispo. Other than as expressly set forth in this Agreement, no license or other rights in the Vispo Technology are granted to You. You hereby grant Vispo a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Vispo Service any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the Vispo Service. Vispo shall not identify You as the source of any such feedback.

            User Data. You retain all right, title and interest in and to the Your data (“Data”). Your Data includes any materials that You may give to Vispo, including uploaded files or pasted text in the Vispo chat. You hereby grant to Vispo a non-exclusive, worldwide, royalty-free and fully paid-up license to access and use Your Data to provide the Vispo Services to You. You represent and warrant that you have all necessary rights to grant Vispo the foregoing licenses.

            Data Security. Vispo currently utilizes Amazon Web Services, a reputable hosting services provider, to store all Your Data; provided, that, Vispo may utilize other hosting service providers of similar repute, such GCP or Microsoft Azure. In the event Vispo becomes aware of any loss or unauthorized access, disclosure or use of any Your Data (“Security Breach”), Vispo will (i) promptly notify You in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.

            Performance Data. Vispo retains all right, title and interest in and to the performance Data, and may use performance Data for any lawful purpose.

OWNERSHIP

             This website and applications are owned and operated by Vispo. Vispo owns all right, title and interest in and to, or has the right to use, the materials provided on this website and applications, including but not limited to data, information, documents, logos, graphics, sounds, and images. None of such material may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this website or on any applications shall be construed to confer any license under any of Vispo's intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted herein are reserved by Vispo.

LICENSE AND ACCESS

             Vispo is not charging You any fees to use the Vispo Service. Subject to your compliance with this User Agreement, Vispo grants you a non-exclusive and non-transferable license (the “License”) to use the website and any Services purchased herein. This license does not include any resale or commercial use of any Vispo service, or its contents. No Vispo service, nor any part of Vispo service, may be reproduced, duplicated, copied, sold, resold, decompiled, reverse engineered, or otherwise exploited for any commercial purpose without the express written consent of Vispo. You may not disclose any Vispo copyrights, patents, trademarks, logos, or other proprietary information, without Vispo's express written consent. You may not misuse Vispo's services. You may only use Vispo's services as permitted by law. You shall not scrape any information from the website including customer date and shall not harvest personal information about other users from Vispo. The licenses granted by Vispo shall terminate if you do not comply with this User Agreement.

OUR TECHNOLOGY

Vispo utilizes multiple Large Language Models (LLMs). AN LLM is an advanced artificial intelligence system designed to process and generate human-like text based on the information it has been trained on. Different LLMs powers Vispo’s Document Check, Co-Pilot and Automated Transactions. These tools provide users with documents, insights, suggestions, and contextual information during group chats and other interactions

While the LLM is highly sophisticated, it is not perfect and may:

• Generate inaccurate, outdated, or incomplete information.
• “Hallucinate” by producing plausible-sounding but incorrect or nonsensical outputs.
• Provide information or insights that may not apply to your specific context.

Users should independently verify any information or advice provided by the LLM and should not solely rely on its outputs for critical decisions.

Vispo does not take responsibility for any consequences resulting from the use of information generated by the LLM. This includes, but is not limited to, financial, legal, or other professional decisions based on insights or recommendations provided by the LLM. Users acknowledge and accept this limitation when engaging with Vispo’s AI functionalities.

The LLM is constantly being updated and improved to enhance its accuracy and performance. However, due to the evolving nature of AI and the limitations of machine learning, errors and inconsistencies may still occur.

USE AND OUTPUT LIMITATIONS

By using Vispo, you agree to:

• Treat outputs from the LLM as informational only, not as guaranteed facts.
• Use your own judgment and discretion when interpreting or acting upon the LLM’s responses.
• If you encounter incorrect or problematic information, we encourage you to report it to help us improve our services.

THIRD PARTY CONTENT

             This website and applications may contain links to websites controlled by parties other than Vispo (hereinafter referred to as “Third Party Content”). Vispo is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Content, any website accessed from a Third Party Content or any changes or updates to such sites. Vispo makes no guarantees about the content or quality of the products or services provided by such sites. Vispo is not responsible for webcasting or any other form of transmission received from any Third Party Content. Vispo is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Vispo of the Third Party Content.

CREATING AN ACCOUNT

             You may need to create your own Vispo account to use certain Vispo services. In case you provide any information in connection with use of Vispo website or Service, you grant Vispo a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish, and translate this personal information solely for the purpose of enabling your use of the applicable service.

             You may further be required to log into your account and have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account and password, which you agree not to disclose to any third party. You may not use a third party’s account, username, or password at any time. You may be held liable for any losses incurred by Vispo, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password. You agree to accept responsibility for all activities which occur under your account or password. You agree to notify Vispo immediately upon becoming aware of any breach of security or unauthorized use of your account.

TERMINATION

(a) Vispo reserves the right to terminate or suspend your account immediately, without prior notice, with or without cause, and without limitation. Upon termination, the right to use the Vispo software and Services will be revoked.

(b) Termination of Services with Vispo shall not affect the enforceability of provisions of the User Agreement, including but not limited to, protections regarding use of Vispo's intellectual property, indemnity, and Privacy Agreement.

DISCLAIMER OF WARRANTY

             Vispo Services and all information, content, materials, products (including software), and other services included on or otherwise made available to you through Vispo Services are provided on an “as is” and “as available” basis, unless otherwise specified in writing. Vispo makes no representations or warranties of any kind, express or implied, as to the operation of Vispo Services, or the information, content, materials, products (including software) or other services included on or otherwise made available to you through Vispo Services, unless otherwise specified in writing. You expressly agree that your use of Vispo Services is assumed at your sole risk and that Vispo cannot be held liable for reliance on its software.

             To the full extent permissible by law, Vispo disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Vispo does not warrant that Vispo services, information, content, materials, products (including software), or other services included on or otherwise made available to you through the Vispo Services or electronic communications sent from Vispo are free of viruses or other harmful components. To the full extent permissible by law, Vispo will not be liable for any damages of any kind arising from the use of any Vispo service, or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through any Vispo Service, including but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

LIMITATION OF LIABILITY

             EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD VISPO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF VISPO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF VISPO, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

CHANGES TO TERMS OF SERVICE AND PRIVACY POLICY

             Vispo reserves the right, at its sole discretion, to modify or replace this User Agreement and the Privacy Policy at any time. If a revision results in a material change to the User Agreement or Privacy Policy, Vispo may, but is not bound to, provide thirty (30) days of notice prior to changes going into effect. What constitutes a material change will be determined at Vispo's sole discretion.

             By continuing to access or use Vispo Services after revisions become effective, you agree to be bound by the revised terms.

CHANGES TO TERMS OF SERVICE AND PRIVACY POLICY

             You agree to defend, indemnify, and hold harmless Vispo, its affiliates, and respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses, and attorney’s fees arising from: (a) Your violation of this User Agreement; (b) Your violation of the privacy policy; (c) Your use of Vispo's advertised services; (d) Your violation of any third party right, including but not limited to copyright, property, or privacy rights; and (e) Any claim that is made against you by a third party as a result of using Vispo services.

INTELLECTUAL PROPERTY: COPYRIGHT, TRADEMARKS, PATENTS

             Unless otherwise stated, Vispo owns all intellectual property rights for this website and all of the content published on it. Vispo’s intellectual property includes, but is not limited to, any and all trademarks, copyrights, logos, images, illustrations, databases, graphics, sounds, and videos. You may not copy, distribute, broadcast, display, sell, license, or otherwise use Vispo intellectual property, either in whole or in part, without written consent from Vispo.

INAPPROPRIATE CONTENT

             When accessing the website and/or any Services, you agree not to upload, download, display, perform, transmit, or otherwise distribute any content that: (i) is libelous, defamatory, obscene, pornographic, abusive or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Vispo reserves the right to terminate or delete such material from its servers. Vispo will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this User Agreement of any applicable laws.

SEVERABILITY

             If any provision of Vispo’s User Agreement or Privacy Policy are held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain enforceable.

ARBITRATION AGREEMENT

             Any dispute or claim relating in any way to your use of any Vispo Services, or to any products or services sold or distributed by Vispo, will be resolved by binding arbitration, rather than in court, except that either party may assert claims in small claims court if the claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

             There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an inpidual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow this User Agreement as a court would.

             The arbitration, once initiated, will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The parties may choose to have the arbitration conducted by telephone, based on written submissions, or in person in San Francisco County or at another mutually agreed location.

             Both you and Vispo agree that any dispute resolution proceedings will be conducted only on an inpidual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration we waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

GOVERNING LAW AND JURISDICTION

             The User Agreement and Privacy Policy shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Federal Court in San Francisco, California shall have exclusive jurisdictions with respect to any issue arising from or under the use of the website or Services.

NO USE BY MINORS

             You agree that by using the website, and/or any Services, you are at least 18 years of age and you are legally eligible to enter into a contract.

RIGHT TO REFUSE

             You acknowledge that Vispo reserves the right to refuse service to anyone and to cancel user access at any time.

ACKNOWLEDGEMENT

             BY USING VISPO’S SERVICES OR ACCESSING THE VISPO WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS USER AGREEMENT AND AGREE TO BE BOUND BY THEM.

CONTACT US

             If you have any questions or concerns regarding this User Agreement or the Privacy Policy, please feel free to contact us at info@vispo.ai