Terms of Service for individuals

Individual access and purchasing are planned. These terms apply when that service is enabled.

1. Agreement

These Terms govern individual use of Fern™ and its variants, provided by Varosync, Inc., a Delaware corporation, 712 5th Avenue, New York, NY 10019. “You” means the individual account holder, also called Customer. “We” means Varosync.

You accept by ticking the unticked acceptance box and creating an account. You must be able to retain these Terms. If you use an organization's account under its signed agreement, that agreement governs instead.

The Acceptable Use Policy, the plan and price you select at checkout, and the Private Environment add-on terms if purchased form part of this agreement. The Privacy Notice explains processing but is not permission to use your content for unrelated purposes.

2. Definitions

Fern is the hosted service, including its web and phone apps and integrations. A Case is a persistent workspace about one subject, with its elements, data room and threads.

Customer Data is everything you upload, connect, type or otherwise provide, including documents, connected folders, questions, instructions and comments. Outputs are Fern's answers, Cases and their elements, including field, lessons, watchlist, valuation and scenarios, and exports and alerts. Configurations are your settings, saved Case types, rules, templates and conventions.

Credits are prepaid units used to pay for work in Fern. Council means processing every question through several models from different providers, with checks between them. A Model Provider is a third party whose models process content to produce Outputs.

A Shared Environment is the environment individual accounts share, with each account's data kept separate. An Environment is the isolated cloud environment for one Customer, with its own virtual private cloud, database, document storage, encryption key and sign-in service. Documentation is Varosync's published service descriptions and trust material. Planned features are not representations of completed work.

3. Eligibility and accounts

Individuals anywhere may sign up, subject to applicable sanctions, export rules and other legal restrictions. You must be at least 18 and able to enter a binding agreement. Professional status is not required.

Give accurate information and keep it current. Each account is for one named person. Do not share credentials or let others use your account. Protect your password and authenticator. Password sign-in requires multi-factor authentication. Sessions expire and repeated failed sign-ins trigger temporary locks.

You are responsible for authorized activity through your account, but not for a compromise caused by our failure to meet our obligations. Report suspected unauthorized access to [email protected] without sending your password.

4. Workspace and security

Individual accounts use the Shared Environment unless you buy the Private Environment add-on. Account separation does not mean each shared account has its own network, database, key or sign-in service.

Standard Customer Data storage and backups are in AWS us-east-1 in the United States. Data is encrypted at rest and in transit. Cloudflare handles edge traffic, and enabled Model Providers process relevant content as Section 11 explains.

Personnel access is limited to authorized support, troubleshooting, service security, investigation of specific misuse or legal duties and is recorded. Your account has no organization administrator. Disclosures you authorize through a connection, export or available sharing feature remain your choice and responsibility.

5. Plans and Credits

Top-ups are available on every plan. At purchase, 100 Credits cost $1, so a $50 top-up buys 5,000 Credits. There is no Credit purchase or balance limit. Credits buy only Fern's own work. They cannot be transferred, sold, cashed out or used to pay third parties.

You may turn on automatic top-ups in your billing settings. You choose a balance level and a top-up amount. Whenever your balance falls below that level, we charge your saved payment method for that top-up and add its Credits. Automatic top-ups are off until you turn them on, and you can turn them off at any time. Each one has a receipt.

Current plans, Credit amounts and prices may reflect introductory or promotional terms. Varosync may change its plans, Credit amounts and prices as these Terms describe.

Prices are in USD. Applicable tax is shown before payment and included in displayed consumer prices where law requires.

6. Work prices, balances and expiry

Other actions, including answers, what-ifs, edits, re-reads and exports, have a Credit estimate shown before work starts. You set a per-action spending cap. We do not charge beyond it without further authorization. If more work is needed, Fern stops or asks for permission to continue. An accepted estimate and cap are not retroactively changed. Work prices are shown in Credits, not an internal compute-cost markup.

Document charges are calculated at the stated rate and rounded up to the next whole Credit for the charged action. Storage charges are disclosed before they apply. A free watch does not make a new analysis or re-read free. Paid follow-up work requires your approval or a standing cap you have expressly set. A failed run releases any reserved Credits. If you stop a functioning run, completed work may be charged within your cap.

Plan Credits are usable in the billing month granted and the following billing month, then expire. Plan Credits are used before top-ups, with earlier-expiring plan Credits used first. Purchased top-ups never expire while your account remains open. Your account shows balances and plan-Credit expiry.

Credits have no cash value and are non-refundable except where law requires or Section 16 requires a refund when we close individual plans entirely. Cancelling a subscription does not close your account or erase top-ups. If you close the account, unused Credits end with it, subject to mandatory rights. We correct erroneous ledger entries and tell you.

We may change Credit prices for future actions on at least 14 days' notice by email and in Fern. Changes do not alter work already authorized. Recurring plan-price and material plan changes follow Section 7.

7. Subscriptions and consent

Analyst and Pro renew monthly, or yearly on an annual plan paid in advance, until cancelled. Plan Credits are granted monthly on annual plans too. The Private Environment add-on renews monthly until cancelled. We charge the agreed recurring price and tax to your selected payment method. There is no minimum subscription term beyond the paid billing period.

Before purchase, checkout clearly shows the recurring amount, billing frequency, Credit allowance, applicable tax and cancellation method next to the purchase control. A separate unticked consent confirms automatic renewal. Creating an account alone does not authorize recurring charges. We send a retainable confirmation and receipt.

You may cancel online through your account's billing controls without calling or speaking to us. You may also email [email protected] from your account address. Cancellation is effective at the end of the paid period, with no further renewal charge. We confirm it by email. There is no required retention-offer step.

Unused plan Credits end when your plan ends. Top-ups remain while the account is open. Cancelling a plan leaves a pay-as-you-go account unless you also close it. Unused partial subscription periods are not refunded except where law requires or these Terms expressly provide.

We send an annual reminder identifying the subscription, recurring price, billing frequency and cancellation method, plus any additional reminders required by law. On an annual plan, we also send a reminder 15 to 45 days before each renewal stating the price, renewal date and cancellation method.

We give 30 days' notice before a higher recurring plan price or a material adverse plan change. Notice states the proposed terms, effective date and cancellation method. Existing subscribers must affirmatively consent before the new terms apply. Silence or continued use is not consent to a higher recurring charge. Without consent, we keep the existing terms or end that subscription at the paid period's end without charging the proposed price. Mandatory notice windows and rights prevail where different.

An upgrade requires your approval of any immediate pro-rated charge and additional Credits shown before confirmation. A downgrade, or a switch between monthly and annual billing, takes effect at the next renewal. Existing plan Credits retain their original expiry while your plan remains active. Failed renewal payments may be retried with notice; if unresolved after 14 days, the subscription ends and unused plan Credits end with it. Purchased top-ups remain while your account is open.

8. Payments and taxes

Stripe processes payments. Payment credentials are entered with Stripe; we do not receive your full card number or security code. You authorize only purchases and renewals you agree to. Stripe sends receipts and may process information independently for fraud prevention and legal duties.

Varosync is responsible for applicable tax obligations. Checkout shows the total payable before confirmation. A bank dispute may require a proportionate pause of disputed paid features, but does not waive your chargeback or statutory rights. Contact [email protected] about an incorrect charge.

9. Invitations

A personal early-access invitation includes one free first Case. Fern watches it for 30 days after it is built. If news affects it during that time, we alert you and show what may change. A re-read is a paid action at the usual Credit price. After 30 days, the Case stays watched only while you have a plan or a Credits balance.

The invitation and free Case have no cash value, cannot be transferred or exchanged for Credits, and do not automatically enroll you in a subscription. An unused invitation may be withdrawn if transferred or misused.

10. Ownership and permitted processing

You own your Customer Data, Outputs and Configurations as between you and Varosync. We assign to you any rights we acquire in your specific Outputs and Configurations. We retain Fern, our software, general methods, models, templates, know-how and improvements containing no Customer Data. You receive a continuing non-exclusive licence to embedded Varosync material needed to use your Outputs and Configurations.

You permit us to host, copy, process and transmit your content only to provide, secure, support and bill for Fern for you and meet legal duties. We do not train or fine-tune models on it, use it for another customer, sell it or publish it without your direction.

We may use content-free telemetry, such as counts, durations, token and compute usage, errors and performance data, to operate, bill, secure and improve Fern. This excludes document text. Feedback carries a non-exclusive permission to use suggestions, never your Customer Data or Confidential Information.

Source material retains third-party rights. Owning an Output does not enlarge a source licence or guarantee copyright in AI-generated text. Similar public-source Outputs may be produced for other users without using your private information.

You must have the right to provide and process your content. Do not upload protected health information, identifiable patient data or other specially regulated information without a separately agreed suitable arrangement. Respect confidentiality, securities laws and information barriers.

11. AI and data flow

Documents are read, indexed and searched inside the Shared Environment or your private Environment. Relevant passages may reach enabled Model Providers, currently Anthropic, OpenAI and Google, through commercial API accounts with no-training terms.

Provider retention depends on the model, feature and commercial arrangement. Zero retention applies only where offered and confirmed. Our provider list describes ordinary retention and exceptions; this is not a promise that every provider retains nothing.

Private document passages are used only in a restricted processing step without web tools. Public-web research agents do not receive them. Public research sends search terms and page requests that can reflect your question's subject. Do not include restricted deal details in a public-research question unless you have arranged suitable processing.

The provider list identifies permitted processing. We notify you of a new provider before it receives content, ordinarily at least 30 days ahead, and explain a material change in data use. Contact [email protected] with a reasonable privacy objection so we can address it. Urgent protective replacements may require shorter notice. A provider change does not authorize training or unrelated use.

12. Research, not advice

Fern provides research and analysis. It is not investment, legal, medical, clinical, regulatory, tax or accounting advice, a securities recommendation or an instruction for clinical action.

Outputs can contain errors, omissions, outdated information or incorrect assumptions. Review them and their sources before reliance. You make your decisions. Varosync personnel do not approve those decisions or necessarily review your Outputs. Do not use Fern to diagnose or treat an individual patient or to make prohibited automated decisions about people.

13. Acceptable use

The Acceptable Use Policy prohibits unlawful use, infringement, unauthorized access, account sharing, evasion of controls, malicious activity, unauthorized scraping and reverse engineering, and use to build or train competing products. It permits lawful internal comparisons, authorized exports and protected consumer reviews.

These Terms control if the policy conflicts with them. The policy does not create an individual indemnity or take ownership of your work.

14. Private Environment add-on

The add-on costs $1,250 monthly and is available with any individual plan, including pay as you go, when offered for your account. It gives one individual an isolated Environment. It is not a team licence. Its separate terms govern provisioning, migration and cancellation. Credit prices and model-processing protections remain the same.

15. Service changes and care

We will provide Fern with reasonable care and skill and materially as described for the service you purchase. Material adverse plan changes follow Section 7. Other material contractual changes receive at least 30 days' notice unless a mandatory legal or urgent protective change requires earlier action.

We do not retroactively alter a purchase, accepted action price or dispute already notified. A change requiring consent under applicable law takes effect only with that consent. If you reject a material change, you may cancel before it applies and retain any mandatory refund or termination rights.

16. Suspension and ending service

We may proportionately restrict access to address a security threat, legal requirement, serious misuse or unpaid agreed charge. Where practicable, we explain and allow a reasonable opportunity to resolve it. We restore access when the reason ends.

We may close an account for a material or repeated breach, after a reasonable cure opportunity where it can be fixed. We do not use this right to avoid our own service duties or mandatory consumer rights.

If Varosync shuts down individual plans entirely, we give at least 60 days' notice where legally and practically possible, refund unused purchased top-ups and refund prepaid subscription fees for the period we will not supply. Top-ups are refunded at the amount actually paid for the unused Credits, without treating promotional or plan Credits as purchased top-ups.

That shutdown refund is not available for ordinary cancellation, your own account closure or termination for breach, except as law requires. Statutory remedies for defective or undelivered service remain available in every case.

17. Closure, export and deletion

You may close your account through available account controls or [email protected]. Closure cancels subscriptions. Export what you need first. Where self-service export is unavailable, request assistance before closure.

If we terminate access, you may request export during the 30-day active-deletion period unless law or a specific security risk prevents it. This does not add a further 30 days before deletion. An express immediate deletion request may shorten export availability.

Customer Data, Outputs and Configurations are deleted from active systems within 30 days after closure. Backups expire within 35 days after active deletion, for an ordinary maximum of 65 days. A valid content-deletion request follows the same sequence. Restored backups have deletion instructions reapplied.

We retain limited payment, tax and Credit transaction records without content for seven years; security and consent records for the periods in the Privacy Notice; and records under legal duties or holds. Provider copies follow disclosed commercial retention. Retained material remains protected.

18. Disclaimers and mandatory rights

Except for our express commitments and mandatory rights, Fern and Outputs are provided as is and as available. We do not promise uninterrupted or error-free service or accurate, complete or current Outputs. To the extent lawful, other implied warranties are excluded.

Nothing excludes mandatory guarantees, reasonable-care duties or remedies under applicable consumer law. For example, rights to repair, repeat performance, price reduction or refund for a defective or undelivered service remain where law grants them. General “no refund” language does not override those rights.

19. Liability

To the extent law permits, each party's total aggregate liability arising from these Terms or Fern is capped at fees paid and payable under these Terms in the 12 months before the claim. This is one cap, including confidentiality, data-protection and security claims. There is no additional standard data-breach cap or dollar floor.

Neither party is liable for indirect, incidental, special, consequential or punitive damages or lost business profits or opportunity to the extent such exclusions are lawful. Direct recoverable losses are not excluded merely because they involve data.

Neither the cap nor the exclusions apply to fraud, gross negligence, wilful misconduct, your payment obligations for agreed charges, or liability that cannot lawfully be limited. This includes death or personal injury caused by negligence where applicable law prohibits exclusion. The limits do not reduce non-waivable consumer compensation rights. No individual indemnity applies.

20. Consumer withdrawal

Where applicable consumer law gives a cooling-off right, including ordinarily 14 days after an EU or UK service contract is made, you may withdraw by an unequivocal message to [email protected] or by the form below. No reason is required.

Starting service during that period requires your express request. If you then withdraw, we may charge only the lawful proportion for service actually supplied under that request. Merely adding Credits or logging in does not fully perform an ongoing service or waive every withdrawal right. Any lawful loss of withdrawal rights after full performance requires the express consent and acknowledgment the law requires.

We make required refunds within 14 days of receiving the withdrawal notice, using the original method unless you agree otherwise, without a refund fee. A longer right, different calculation or additional local remedy applies where mandatory law requires it.

Withdrawal form, optional:

“To Varosync, Inc., 712 5th Avenue, New York, NY 10019, [email protected]: I withdraw from my contract for [plan or purchase], ordered on [date]. My name is [name], account email [email], and address [address]. Date: [date].”

A signature is needed only if submitted on paper. Sending another clear cancellation or withdrawal statement is equally effective.

21. Disputes

Email [email protected] and we will try to resolve the issue. Discussion is voluntary and does not delay a legal deadline or urgent remedy.

New York law governs, excluding conflict-of-laws rules, but does not deprive you of mandatory protections of your home jurisdiction. The Federal Arbitration Act governs this Section.

Individual arbitration. Any dispute arising from Fern or these Terms is resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. There is no judge or jury. Either side may instead bring an individual claim in a qualifying small-claims court. Either side may go to court for an injunction to protect intellectual property or stop unauthorized access to Fern.

No class actions. You and Varosync bring claims only individually, never as a plaintiff or class member in a class, collective or representative proceeding. If 25 or more similar claims are filed by the same or coordinated counsel, they proceed in batches under the AAA's Mass Arbitration Supplementary Rules.

Fees. For a claim that is not frivolous, Varosync pays the filing, administration and arbitrator fees beyond the share the AAA Consumer Arbitration Rules assign to you.

Opt out. You can opt out of arbitration by emailing [email protected] from your account address within 30 days after first accepting these Terms. If you opt out, or if the class-action waiver is found unenforceable for a claim, that claim goes to the state and federal courts in New York County.

Your home rights. If you live in the EU or the UK, or another place whose mandatory consumer law does not allow this Section, you may bring proceedings in your local courts and this Section applies only as that law allows. Nothing prevents a lawful complaint to a regulator or consumer authority.

22. General terms and contact

The add-on terms control their specific subject, then these Terms, then the Acceptable Use Policy. The Privacy Notice remains an explanation of processing. Notices go to your account email and, where appropriate, Fern. Keep your email current.

You may not transfer your account. Varosync may transfer this agreement in a merger, reorganization or sale of substantially all relevant assets to a successor that assumes its duties, with notice and without reducing mandatory rights.

Events genuinely outside reasonable control may excuse delay to the extent lawful, but do not remove required refunds, data duties or consumer remedies. Invalid provisions are severed without invalidating the remainder. Failure to enforce is not waiver. Ownership, confidentiality, accrued payment, liability and dispute provisions survive as needed.

Legal: [email protected]. Billing and cancellation: [email protected]. Support: [email protected]. Privacy and deletion: [email protected]. Security: [email protected].