Terms of Use

These Terms of Use (the “Terms”) form a binding agreement between you and verso.md (“verso.md”, “we”, “our”, “us”) governing your access to and use of the verso.md collaborative markdown editor and all related websites, applications, APIs, and services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you accept these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” refers to both you and the organization. If you do not agree to these Terms, do not use the Service.

You must be at least 16 years old (or older if your jurisdiction requires it) and legally capable of entering into a binding contract to use the Service.

Accounts are personal. Each account is for use by one individual. You must provide accurate registration information and keep your credentials confidential. You are solely responsible for all activity that occurs under your account, whether or not authorized by you, and for maintaining the security of any device or service you use to access the Service.

Notify us promptly at legal@verso.md if you suspect unauthorized access. We may, at our discretion and at any time, with or without notice and with or without cause, suspend, restrict, or terminate any account, including for actual or suspected violation of these Terms.

You agree not to, and not to permit any third party to:

• Violate any applicable law, regulation, or third-party right, including intellectual-property, privacy, publicity, contract, and export-control laws.
• Upload, transmit, or store content that is unlawful, infringing, defamatory, harassing, malicious, sexually exploitative of minors, or that contains malware or other harmful code.
• Attempt to probe, scan, or test the vulnerability of the Service; bypass authentication, authorization, or rate-limiting; or access data not intended for you.
• Interfere with or disrupt the Service, our infrastructure, or other users’ use of the Service.
• Reverse engineer, decompile, or attempt to derive source code, models, or training data from the Service, except to the extent this restriction is prohibited by applicable law.
• Use the Service, its outputs, or any data derived from it to develop, train, fine-tune, or improve a competing product or machine-learning model.
• Resell, sublicense, or otherwise commercially exploit the Service other than as expressly permitted in these Terms.
• Scrape, crawl, or use automated means to extract data from the Service, except for a search engine’s normal indexing of our public marketing pages.
• Misrepresent your identity or affiliation, or impersonate any person or entity.

We may, at our sole discretion and without prior notice or liability, investigate suspected violations, remove or restrict access to content, suspend or terminate accounts, and report violations to law-enforcement or other authorities. Termination or suspension under this section does not entitle you to a refund of any fees paid.

You retain all ownership rights you have in the content you create, upload, or share through the Service (“Your Content”). To operate the Service for you and on your behalf, you grant verso.md and its subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable license to host, store, transmit, cache, display, perform, reproduce, translate, format-convert, modify (only as needed to operate features such as rendering, search indexing, AI inference, version history, and backup), and create derivative works of Your Content, solely for the purpose of providing, maintaining, securing, and improving the Service.

You represent and warrant that you own or have all necessary rights in Your Content to grant this license, and that Your Content does not infringe or violate any third party’s rights or any applicable law.

The license granted in this section survives termination of these Terms for the period required to (a) recover from backups, (b) comply with legal, tax, or audit obligations, (c) defend or pursue claims, and (d) operate aggregated or de-identified data uses described in our Privacy Policy. Once aggregated or de-identified such that Your Content can no longer reasonably be linked back to you, our license to use it is perpetual.

The Service integrates with GitHub and other third-party services you choose to connect (each, a “Third-Party Service”). When you connect a Third-Party Service, you authorize us to access, read, write, or otherwise act on data within the scope of the permissions you grant.

Third-Party Services are operated by their respective providers under their own terms and privacy policies. We do not control them and are not responsible or liable for their availability, accuracy, security, content, pricing, or any change to or discontinuation of their services or APIs. Your relationship with any Third-Party Service is solely between you and that provider.

The Service includes features that use third-party large-language models and other artificial-intelligence systems (“AI Features”). Inputs you provide may be transmitted to model providers we select or that you configure. Outputs are generated by those models, not authored by verso.md.

AI OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERSO.MD DISCLAIMS ALL WARRANTIES WITH RESPECT TO AI OUTPUTS, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, ORIGINALITY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. AI OUTPUTS MAY BE INCORRECT, MISLEADING, BIASED, OR INCONSISTENT WITH YOUR EXPECTATIONS, AND SIMILAR INPUTS MAY PRODUCE SIMILAR OUTPUTS ACROSS USERS.

You are solely responsible for reviewing and verifying AI outputs before relying on them, publishing them, or making any decision based on them. verso.md is not liable for any decision made or action taken based on AI outputs. You are solely responsible for ensuring that your use of AI Features complies with all applicable laws and third-party rights, including with respect to inputs you submit and outputs you choose to use.

Paid plans are sold as recurring subscriptions billed in advance on a monthly or annual cadence (or other cadence specified at checkout). Subscriptions automatically renew at the end of each billing period for an additional period of equal length, at the then-current rate, unless you cancel before the renewal date. You authorize us and our payment processor to charge your payment method on each renewal.

Except where required by applicable law, all fees are non-refundable, and we do not provide refunds or credits for partial billing periods, unused services, downgrades, account suspensions or terminations under section 3, feature changes, or service interruptions. Cancellation stops the next renewal but does not refund the current billing period.

Free trials, if offered, are provided at our discretion and may be modified, shortened, or terminated at any time without notice. At the end of a trial, your subscription will begin and your payment method will be charged unless you cancel before the trial ends.

We may change pricing or plan features at any time. We will use commercially reasonable efforts to provide at least 30 days’ notice before a price increase takes effect for your current plan. Continued use after the change takes effect constitutes acceptance of the new pricing.

You are responsible for all taxes, duties, and similar charges imposed by any taxing authority on the fees you pay, except for taxes on our net income.

We aim to keep the Service available, but we do not warrant uninterrupted, error-free, or secure operation, and we do not provide a contractual uptime guarantee unless one is set out in a separate written agreement with you. The Service may be unavailable due to maintenance, upgrades, third-party outages, force majeure, or other reasons beyond our control.

We may, at any time and at our discretion, modify, add, suspend, or discontinue any feature, capability, integration, or portion of the Service, with or without notice. Any features designated as “beta”, “preview”, “experimental”, “alpha”, or similar are provided on an AS-IS basis, without warranty of any kind, and may be removed or changed without notice. Use of beta features is at your own risk.

Disclaimer of warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERSO.MD AND ITS LICENSORS, AFFILIATES, SUBPROCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. VERSO.MD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE ACCURATE OR PRESERVED WITHOUT LOSS.

Indemnification

You will defend, indemnify, and hold harmless verso.md and its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and successors (collectively, the “Indemnitees”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) Your Content; (b) your use of or inability to use the Service; (c) your violation of these Terms or any policy or guideline incorporated by reference; (d) your violation of any third-party right, including any intellectual-property, privacy, or publicity right; (e) your violation of any applicable law; or (f) any dispute between you and a third party arising from your use of the Service.

We may, at our option and at your expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses. You will not settle any matter without our prior written consent if the settlement would impose any obligation on, or require any admission from, an Indemnitee.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERSO.MD OR ANY OF THE INDEMNITEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERSO.MD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF VERSO.MD AND THE INDEMNITEES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AGGREGATE FEES YOU ACTUALLY PAID TO VERSO.MD FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The disclaimers, exclusions, and limitations in this section apply to the maximum extent permitted by applicable law and form an essential basis of the bargain between you and verso.md. They apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages; in those jurisdictions, the foregoing exclusions and limitations apply only to the extent permitted.

Termination

You may stop using the Service and cancel your account at any time. We may suspend or terminate your access to the Service, or these Terms, at any time, with or without cause and with or without notice. Upon termination, your right to use the Service ends immediately. We may delete Your Content after a reasonable grace period (typically 30 days) and are not liable to you for the deletion of any content following termination.

Sections that by their nature should survive termination — including the licenses you grant to us, indemnification, disclaimers, limitations of liability, dispute resolution, governing law, and these survival provisions — survive any termination of these Terms.

Binding individual arbitration; class-action waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court. Except for disputes that may be brought in small-claims court and subject to the opt-out right below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding individual arbitration administered by JAMS or, at your election, the American Arbitration Association (AAA), under its applicable commercial arbitration rules. The arbitration will be conducted in English, in the State of Delaware (or remotely if both parties agree). Judgment on the award may be entered in any court of competent jurisdiction.

YOU AND VERSO.MD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THE CLAIM WILL BE LITIGATED IN COURT, BUT THE REST OF THIS ARBITRATION AGREEMENT WILL REMAIN IN FORCE.

30-day opt-out. You may opt out of this arbitration agreement by sending a signed written notice to legal@verso.md within 30 days of the date you first accepted these Terms. The notice must include your full name, the email associated with your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any Dispute not subject to arbitration, you and verso.md submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Changes to these Terms

We may modify these Terms at any time by posting an updated version on this page and updating the “Last updated” date. For material changes we will use commercially reasonable efforts to provide at least 30 days’ advance notice (for example, via email or in-product notice). Your continued use of the Service after the effective date of an update constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

Notices

Notices to verso.md must be sent to legal@verso.md. Notices from verso.md to you may be given by email to the address on file for your account, by in-product message, or by posting to this page, and are deemed given when sent or posted.

Boilerplate

• Force majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, labor action, infrastructure outages, and governmental action.
• Assignment. You may not assign or transfer these Terms or any rights under them, in whole or in part, without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, reorganization, financing, or sale of assets.
• Entire agreement. These Terms, together with our Privacy Policy and any policies or addenda referenced in them, constitute the entire agreement between you and verso.md regarding the Service and supersede all prior agreements and understandings on the subject.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• No third-party beneficiaries. These Terms do not create any third-party-beneficiary rights, except for the Indemnitees, who are intended third-party beneficiaries of the indemnification, disclaimers, and limitation-of-liability sections.
• Headings. Headings are for convenience only and do not affect interpretation.