These Terms are a binding agreement between you and Neortal Technologies Inc.
("Neortal", "we", "us") governing your use of the UseVibeFlow website and desktop
application (the "Service"). By accessing or using the Service, you agree to these Terms. If you do
not agree, do not use the Service.
1. Acceptance
By downloading, installing, accessing, or using the Service, you agree to be bound by these Terms
and by our Privacy Policy, which is incorporated by reference. If you
use the Service on behalf of an organization, you represent that you are authorized to bind that
organization to these Terms.
2. Eligibility
You must be of the age of majority in your jurisdiction and able to form a binding contract to use
the Service. You are responsible for ensuring your use complies with the laws that apply to you.
3. Beta & early access
The Service is currently offered as an invite-only private beta. Beta features are provided
"as available", may be incomplete or change without notice, and may be modified,
suspended, or discontinued at any time. We may impose usage limits or revoke access during the
beta at our discretion.
4. License to use the app
Subject to these Terms, Neortal grants you a limited, non-exclusive, non-transferable, revocable
license to install and use the UseVibeFlow desktop application on devices you control, for your
internal or personal software-development purposes. You may not sublicense, resell, rent, or
redistribute the Service.
5. Acceptable use
You agree not to, and not to permit anyone to:
Use the Service to build, distribute, or operate anything unlawful, infringing, or harmful;
Reverse engineer, decompile, or attempt to extract source code, except where such restriction
is prohibited by law;
Circumvent, disable, or interfere with security, licensing, or rate-limiting features;
Use the Service to violate the rights of others, including intellectual property and privacy
rights;
Misrepresent your identity or your authority to act on behalf of others;
Use the Service in a way that could damage, disable, or impair it or any connected systems.
You are solely responsible for the code, prompts, and instructions you provide, and for reviewing and testing any output before relying on it.
6. Third-party services & AI providers
The Service coordinates AI coding agents that rely on third-party AI model providers (for example,
Anthropic's Claude). You are responsible for obtaining and maintaining your own plan,
accounts, API keys, and credentials with those providers, for complying with their terms,
and for any usage fees they charge. Neortal is not responsible for third-party services, their
availability, their output, or any charges you incur with them.
7. Your content & ownership
As between you and Neortal, you retain all rights to your source code, projects, prompts,
and other materials you create or process with the Service ("Your Content"). Because the
app is local-first, Your Content is processed on your machine and is not collected by Neortal. You
are responsible for Your Content and for maintaining your own backups.
AI-generated output may be inaccurate, may not be unique to you, and may resemble output provided
to others. You are responsible for evaluating its suitability, originality, licensing, and security
before use.
8. Our intellectual property
The Service, including the UseVibeFlow and Swarmboard names, logos, software, and design, is owned
by Neortal Technologies Inc. and protected by intellectual property laws. Except for the limited
license granted above, these Terms do not transfer any rights to you. Any feedback you provide may
be used by us without obligation to you.
9. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR RELIABLE. Some
jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEORTAL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR
ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. OUR
TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A)
THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) CAD $100. Some
jurisdictions do not allow these limitations, so they may not fully apply to you.
11. Indemnification
You agree to indemnify and hold harmless Neortal from any claims, damages, liabilities, and
expenses (including reasonable legal fees) arising from your use of the Service, Your Content, your
violation of these Terms, or your violation of any law or third-party right.
12. Termination
You may stop using the Service at any time. We may suspend or terminate your access if you breach
these Terms, if required by law, or to protect the Service or its users. Upon termination, the
license granted to you ends, and the sections that by their nature should survive (including
ownership, disclaimers, limitation of liability, indemnification, and governing law) will continue
to apply.
13. Governing law & disputes
These Terms are governed by the laws of the Province of Quebec and the federal
laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts located in
the district of Montreal, Quebec, Canada will have exclusive jurisdiction over any
dispute, and you consent to that jurisdiction and venue, except where applicable mandatory consumer
protection law provides otherwise. Nothing in these Terms limits any non-waivable rights you may
have under Quebec's Consumer Protection Act or other applicable law.
14. Changes to these Terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date and,
for material changes, provide additional notice where required. Your continued use of the Service
after changes take effect constitutes acceptance of the updated Terms.