Shared Materials Terms

These Terms apply to confidential materials Varosync shares for evaluation through an access screen that links to them. They cover the shared materials, including demonstrations of Fern™ and its variants.

“Varosync”, “we” and “us” mean Varosync, Inc. “You” means the person opening the materials and any organization on whose behalf they act.

By ticking the acceptance box and selecting Proceed, you accept these Terms. If you act for an organization, you represent that you have authority to bind it. If you do not agree, do not proceed.

1. Scope and purpose

“Shared Materials” means the research, analyses, data, documents, software, interfaces, demonstrations and other content Varosync makes available through the access link, together with copies, extracts and material derived from them. A “Share” is the link and any access code used to make them available.

You may use Shared Materials only to evaluate a potential or existing business relationship with Varosync (the “Permitted Purpose”). These Terms do not govern ordinary use of a customer’s signed-in Fern workspace or replace its customer agreement.

If a signed confidentiality agreement, customer agreement or other written agreement expressly covers the same materials, it controls where it conflicts with these Terms. These Terms otherwise apply. They take precedence over the Website Terms for Shared Materials. The Privacy Notice explains how we handle personal information.

2. Access

Keep the Share link and code confidential. You may give access only to employees of your organization who need to review the materials for the Permitted Purpose and are bound by written confidentiality obligations at least as protective as these Terms (“Authorized Recipients”). You are responsible for their compliance and for use by anyone to whom you give the link or code.

Do not post a link or code publicly, attempt to open a Share not issued to you, guess codes or bypass access controls. Tell us promptly at [email protected] if you believe access has been disclosed without authorization.

We may change, suspend or revoke a Share at any time without notice. Access ends when the Share expires or is withdrawn. We have no obligation to keep the materials available or up to date.

3. Confidentiality

Shared Materials and the fact and content of related discussions are Varosync’s confidential information, whether or not marked confidential. Use them only for the Permitted Purpose and disclose them only to Authorized Recipients. Protect them with at least reasonable care and with no less care than you use for your own similar confidential information.

Do not enter, upload or paste Shared Materials into a third-party AI tool or other service without our written permission.

Confidentiality obligations do not apply to information you can establish through written records:

• became public without a breach by you or an Authorized Recipient;
• was lawfully known to you without a duty of confidence before disclosure;
• was lawfully received from a third party without a duty of confidence; or
• was independently developed without using or referring to Shared Materials.

If disclosure is required by law, regulation or court order, disclose only what is required. Give us prompt notice where legally permitted and reasonable assistance in seeking protective treatment.

Confidentiality obligations last for five years after your access ends. For trade secrets, they last as long as the information remains a trade secret under applicable law.

When access ends, or earlier at our request, delete or destroy Shared Materials and related copies, extracts and notes in your control. Confirm deletion if we ask. Inaccessible routine backup copies may remain until overwritten in the ordinary course and remain subject to these Terms.

4. Ownership and intellectual property

Varosync and its licensors retain ownership of Shared Materials and the intellectual property in their methods, analyses, models, software, designs, text and selection or arrangement of evidence, including improvements and derivative works. Third-party publications, data and trademarks remain their owners’ property. Material supplied by you or your organization remains yours; sharing it does not transfer ownership to Varosync.

During access, you have a limited, revocable, non-exclusive, non-transferable and non-sublicensable permission to view Shared Materials for the Permitted Purpose. You may download or print only where the Share expressly provides that function, with all notices intact. No other license or right is granted.

Varosync, Fern™ and their logos are Varosync trademarks. Do not use them to suggest sponsorship, endorsement or affiliation without written permission.

5. Restrictions

You must not, or allow anyone else to:

• copy, record, photograph or capture Shared Materials except as expressly provided by the Share or reasonably necessary for internal review for the Permitted Purpose;
• distribute, publish, sell, rent, lend or sublicense them, or provide access outside the Authorized Recipients;
• use them or their derivatives to develop, train, fine-tune, test, benchmark or improve a product, service, dataset or AI model;
• use them to reproduce Varosync’s methods, analyses, workflows or products, or to compete with Varosync;
• use them to provide services to a third party or for another purpose;
• reverse engineer software or interfaces, or attempt to extract underlying code, data structures or methods, except where applicable law expressly permits it despite this restriction;
• scrape, crawl, automatically extract or index them;
• bypass or interfere with access codes, expiry, recording or other technical controls;
• remove ownership, confidentiality or attribution notices;
• publish an evaluation, comparison or benchmark without our written consent;
• quote or use them in a publication, regulatory submission, investor communication or marketing material without our written permission, or present them as your own work; or
• use them unlawfully or in breach of another person’s rights.

6. Feedback

If you voluntarily provide non-confidential suggestions about the materials or our products, you grant Varosync a perpetual, irrevocable, worldwide, royalty-free license to use them without payment or attribution. This does not include your organization’s confidential information or customer content. We are not obliged to use feedback.

7. No commitment

Shared Materials do not create an offer, purchase obligation, service commitment or warranty. Products and services are supplied under separately agreed terms. Neither party is required to enter a transaction because materials have been shared.

These Terms create no partnership, agency, fiduciary or exclusive relationship. Each party bears its own evaluation costs. Varosync remains free to work with others and develop similar materials.

8. Evaluation materials and reliance

Shared Materials may be preliminary, illustrative or incomplete. Their sources, assumptions and dates limit what they establish, and they may contain errors. We have no obligation to update them.

They are not medical, clinical, regulatory, legal, investment, financial or other professional advice, or a recommendation to treat a patient, develop a product, trade a security or take another action. Do not rely on evaluation materials for those decisions. You are responsible for independent judgment and any reliance is at your own risk.

Links and references to third-party sources do not make Varosync responsible for their content.

9. Usage recording

We record acceptance of these Terms, the version accepted, the time, the Share opened, and your IP address and browser. We also record how the shared pages are used, including views, clicks, scrolling, cursor movement, keyboard navigation and time spent, plus browser, device, screen size and approximate location derived from the IP address.

PostHog processes this information for us and provides session replay. Text entered in form fields is masked. Events are sent through our domain. Cookies and browser storage associate activity with a visit, as described in the Cookie Notice.

By accepting these Terms and proceeding, you agree to this recording. If you do not agree, do not proceed. Session recordings are kept for 30 days; the Privacy Notice explains other retention periods and your rights. This recording concerns shared evaluation pages, not work inside the signed-in customer workspace.

10. Disclaimers

These exclusions apply only where permitted by applicable law.

11. Limitation of liability

These limits do not exclude liability that applicable law does not allow to be excluded. Nothing in these Terms limits your liability for a breach of Section 3, 4 or 5.

12. Remedies

A breach of Section 2, 3, 4 or 5 may cause irreparable harm for which damages are inadequate. Varosync may seek an injunction or other equitable relief, in addition to other remedies, and may request relief without bond or proof of actual damages to the extent the court permits.

Notify us promptly of unauthorized use or disclosure you become aware of and cooperate reasonably in stopping it.

13. Indemnity

You and any organization for which you access Shared Materials will defend and indemnify Varosync and its officers, directors, employees and agents against third-party claims, and resulting losses, damages and reasonable costs, arising from your breach of these Terms or unlawful use of the materials. This does not apply to the extent a claim results from Varosync’s violation of law, gross negligence or willful misconduct.

14. End of access

These Terms apply when you accept them. Access ends when the Share expires, is revoked or you stop using it. Sections 3 through 8 and 10 through 18 survive the end of access, with confidentiality lasting for the periods in Section 3.

15. Changes

We may post revised Terms with a new revision date. The version you accept applies to that access. A later version applies when you accept it for further access; a revision does not retroactively replace the version previously accepted.

16. Governing law and disputes

New York law governs these Terms, without regard to its conflict-of-laws rules. The state and federal courts in New York County, New York have exclusive jurisdiction over disputes arising from Shared Materials or these Terms, and each party consents to that jurisdiction and venue. Varosync may also seek equitable relief to protect confidential information or intellectual property in any court of competent jurisdiction.

17. General terms

Subject to Section 1, these Terms are the entire agreement concerning Shared Materials. If a provision is unenforceable, it will be modified only as necessary and the rest will continue to apply. A delay in enforcement is not a waiver.

You may not assign these Terms without our written consent. We may assign them in connection with a merger, reorganization or sale of all or substantially all of our assets. There are no third-party beneficiaries. “Including” means including without limitation. Our records may be used as evidence of acceptance and use.

18. Contact

[email protected]
Varosync, Inc.
712 5th Avenue, New York, NY 10019