Terms and Conditions of Service

Effective Date: November 17, 2025 | Version 3.7

1. Acceptance of Terms and Formation of Contract

These Terms and Conditions ("Terms," "Agreement," or "Terms of Service") constitute a legally binding contract between Vibe Apps, Inc., a Delaware corporation with its principal place of business at [Address] ("Company," "Vibe Apps," "we," "us," or "our"), and you, whether personally or on behalf of an entity ("User," "you," "your," or "Customer"), governing your access to and use of the Vibe Apps platform, including all websites, subdomains, mobile applications, application programming interfaces (APIs), software, tools, features, functionality, content, and services offered on or through Vibe Apps (collectively, the "Service" or "Platform").

BY CLICKING "I AGREE," BY ACCESSING THE SERVICE, BY CREATING AN ACCOUNT, BY USING THE SERVICE IN ANY MANNER, OR BY DOWNLOADING ANY MATERIALS FROM THE SERVICE, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND IRREVOCABLY AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE, INCLUDING BUT NOT LIMITED TO OUR PRIVACY POLICY, ACCEPTABLE USE POLICY, AND ANY ADDITIONAL TERMS APPLICABLE TO SPECIFIC SERVICES. IF YOU DO NOT AGREE TO ALL TERMS HEREIN, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE AND DELETE ANY DOWNLOADED MATERIALS.

You represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) if accepting on behalf of an entity, you have the authority to bind such entity; (c) you are not prohibited by law from using the Service; (d) your use of the Service will not violate any applicable law, regulation, or ordinance; and (e) all information you provide is accurate, current, and complete.

2. Modifications and Amendments

The Company reserves the absolute, unconditional, and unrestricted right to modify, amend, revise, supplement, or replace these Terms, in whole or in part, at any time, for any reason or no reason, with or without notice, at our sole and unfettered discretion. Modifications may include but are not limited to changes in pricing, features, functionality, limitations, restrictions, and policies. Such modifications shall be effective immediately upon posting to the Service or at such other time as we may specify in our sole discretion.

Your continued access to or use of the Service following any modification constitutes your binding acceptance of such modifications. You waive any right to receive specific notice of changes, though we may elect to provide notice in our sole discretion. It is your sole responsibility to review these Terms regularly. If you do not agree to any modification, your sole remedy is to terminate your account and cease all use of the Service, subject to all termination provisions herein. We shall have no liability whatsoever arising from or relating to any modification of these Terms.

3. Account Registration and Security

To access certain features of the Service, you must register for an account. You agree to: (a) provide accurate, current, and complete information during registration and at all times thereafter; (b) maintain the security and confidentiality of your account credentials; (c) promptly notify us of any unauthorized access or security breach; (d) accept responsibility for all activities occurring under your account; and (e) accept full liability for all actions taken using your account, whether authorized by you or not.

We reserve the right to: (a) refuse registration; (b) suspend or terminate accounts at any time for any reason or no reason; (c) reclaim usernames; (d) remove content; (e) modify account limitations; and (f) take any other action we deem appropriate, all without prior notice or liability. You acknowledge that you have no property right or ownership interest in your account, username, or any data associated with your account.

You shall not: (a) create multiple accounts; (b) share account credentials; (c) use another user's account; (d) create accounts using automated means; (e) create accounts for unlawful purposes; (f) impersonate any person or entity; or (g) create accounts to circumvent suspensions or terminations. Violation of these provisions may result in immediate termination and legal action.

4. License Grant and Severe Usage Restrictions

Subject to your strict compliance with these Terms and payment of all applicable fees, the Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes in accordance with these Terms and any applicable documentation. This license is conditioned upon your continued compliance and may be immediately revoked at our sole discretion.

4.1 Prohibited Uses

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

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service;
• Distribute, sublicense, rent, lease, loan, or otherwise transfer the Service to any third party;
• Use the Service to build a competitive product or service;
• Use the Service in any manner that violates any applicable law, regulation, or ordinance;
• Interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service or related systems;
• Remove, alter, or obscure any proprietary notices;
• Use automated systems including robots, spiders, or scrapers to access the Service;
• Transmit any viruses, malware, or harmful code;
• Collect user information without consent;
• Engage in any activity that imposes an unreasonable load on our infrastructure;
• Use the Service for cryptocurrency mining or similar resource-intensive operations;
• Host, display, upload, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Engage in any activity that infringes intellectual property rights;
• Use the Service to send unsolicited communications or spam.

5. Content Ownership and Extensive License to Company

You retain ownership of any content, code, data, materials, or information you upload, submit, post, or transmit to or through the Service ("User Content"), subject to the extensive licenses and rights granted herein.

By uploading, submitting, posting, or transmitting User Content, you hereby grant to the Company and its affiliates, subsidiaries, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, publicly display, transmit, and otherwise exploit your User Content in any form, format, media, or technology now known or hereafter developed, for any purpose whatsoever, including commercial purposes, without compensation, attribution, or further consent. This license survives termination of your account or these Terms.

You further grant the Company the right to use your name, likeness, trademarks, and any personal information included in User Content in connection with the exercise of the license granted above. You waive all moral rights in your User Content to the maximum extent permitted by law.

You represent and warrant that: (a) you own or have necessary rights to all User Content; (b) the User Content does not infringe any third-party rights; (c) you have obtained all necessary consents and permissions; and (d) the User Content complies with these Terms. You shall indemnify and hold harmless the Company from any claims arising from User Content.

6. Company's Absolute Rights Regarding User Content

The Company reserves the absolute and unconditional right, but not the obligation, to: (a) monitor, review, and screen all User Content; (b) remove, delete, or refuse to display any User Content for any reason or no reason; (c) modify or edit User Content; (d) disclose User Content to third parties; (e) use User Content for training artificial intelligence and machine learning systems; (f) create derivative works based on User Content; and (g) take any other action regarding User Content, all without prior notice, consent, or liability.

The Company shall have no responsibility or liability for: (a) deletion, corruption, or loss of User Content; (b) failure to store or maintain User Content; (c) accuracy or quality of User Content; or (d) third-party access to User Content. You are solely responsible for maintaining backups of User Content. The Company expressly disclaims any duty to maintain or provide User Content following termination.

7. Fees, Payment Terms, and Automatic Renewal

Use of certain features or aspects of the Service requires payment of fees as specified on our pricing page or as otherwise communicated to you. All fees are: (a) stated in U.S. Dollars unless otherwise specified; (b) non-refundable except as expressly provided herein; (c) exclusive of all taxes, duties, and fees; and (d) subject to change at any time upon notice.

7.1 Payment Authorization

By providing payment information, you authorize the Company to charge the payment method provided for all fees incurred, including recurring subscription fees, usage-based fees, overage charges, and any other applicable fees. You represent and warrant that you have the legal right to use any payment method provided.

7.2 Automatic Renewal

SUBSCRIPTION PLANS AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD UNLESS CANCELLED PRIOR TO THE RENEWAL DATE. YOU AUTHORIZE THE COMPANY TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR EACH RENEWAL PERIOD AT THE THEN-CURRENT RATES. THE COMPANY MAY INCREASE FEES UPON RENEWAL WITHOUT LIMITATION.

7.3 Taxes

All fees are exclusive of applicable taxes, including sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and any other taxes or duties. You are solely responsible for paying all such taxes. If the Company is required to collect or pay taxes, such amounts shall be added to your invoice.

7.4 Late Payment and Suspension

If payment is not received when due, the Company may: (a) suspend access to the Service immediately; (b) charge late fees at the rate of 1.5% per month or the maximum rate permitted by law; (c) terminate your account; (d) pursue collection through third-party agencies; and (e) report delinquencies to credit bureaus. You shall be responsible for all costs of collection including attorney fees.

7.5 No Refunds

ALL FEES ARE FINAL AND NON-REFUNDABLE. THE COMPANY SHALL NOT PROVIDE REFUNDS OR CREDITS FOR PARTIAL PERIODS, UNUSED FEATURES, OR UPON TERMINATION FOR ANY REASON, INCLUDING TERMINATION BY THE COMPANY FOR BREACH. YOU WAIVE ANY RIGHT TO DISPUTE CHARGES MORE THAN SIXTY (60) DAYS AFTER THE CHARGE DATE.

8. Service Availability and Modifications

The Company makes no guarantee regarding Service availability, uptime, performance, or functionality. The Service is provided on an "as available" basis and may be subject to interruptions, delays, errors, or failures at any time without notice or liability. The Company may, at any time and without notice: (a) modify, suspend, or discontinue the Service or any part thereof; (b) impose limitations on features or restrict access; (c) remove or delete content; and (d) perform maintenance that interrupts access.

The Company shall have no liability for any interruption, modification, suspension, or discontinuation of the Service. You acknowledge that the Company has no obligation to maintain or support any version, feature, or functionality of the Service.

9. Third-Party Services and Content

The Service may integrate with, link to, or otherwise interact with third-party services, websites, applications, and content. The Company has no control over and assumes no responsibility for any third-party services or content. You access third-party services at your own risk. Your use of third-party services is governed by their respective terms and policies. The Company makes no warranties regarding third-party services and expressly disclaims all liability arising from your use of third-party services.

10. Intellectual Property Rights

The Service and all content, features, functionality, software, code, technology, trademarks, service marks, logos, and other materials provided by the Company ("Company Content") are owned by the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted herein are reserved.

You shall not: (a) claim any ownership interest in Company Content; (b) use Company Content except as expressly permitted herein; (c) register any trademarks, domain names, or social media accounts confusingly similar to Company marks; or (d) challenge the Company's ownership of intellectual property rights.

11. Termination Rights

11.1 Termination by Company

The Company may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason or no reason, including but not limited to: (a) breach of these Terms; (b) violation of applicable laws; (c) fraudulent activity; (d) abuse of the Service; (e) non-payment; (f) prolonged inactivity; (g) at our sole discretion that termination is in our best interest; or (h) for any other reason whatsoever. Upon termination by the Company, all licenses granted to you immediately cease, and you must immediately cease all use of the Service.

11.2 Termination by User

You may terminate your account by following the account cancellation procedures specified in the Service or by contacting us in writing. Termination by you does not relieve you of any obligation to pay fees already incurred or fees for the remainder of the then-current billing period. You must provide at least thirty (30) days' advance written notice of termination to avoid automatic renewal charges. No refunds or credits will be provided upon termination by you.

11.3 Effect of Termination

Upon termination for any reason: (a) all licenses granted to you immediately terminate; (b) you must immediately cease all use of the Service; (c) you must delete all copies of Company Content; (d) the Company may immediately delete all User Content without liability; (e) all fees owed become immediately due and payable; and (f) provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, and dispute resolution provisions.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, AND SERVICES PROVIDED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

THE COMPANY MAKES NO WARRANTY THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) THE SERVICE WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE; (c) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (d) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, OR INFORMATION OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (e) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (f) THE SERVICE IS FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY RESULTING FROM YOUR USE OF THE SERVICE.

13. Severe Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, CONTENT, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (a) ONE HUNDRED DOLLARS ($100.00); OR (b) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Comprehensive Indemnification

You agree to indemnify, defend, and hold harmless the Company, its parent, subsidiaries, affiliates, officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of or inability to use the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your violation of any applicable laws, rules, or regulations; (f) any claim that your User Content caused damage to a third party; (g) your negligence or willful misconduct; or (h) any other matter relating to your use of the Service.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses. You shall not settle any claim subject to indemnification without the Company's prior written consent.

15. Mandatory Arbitration and Class Action Waiver

15.1 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with the Company (collectively, "Disputes"), whether arising before or after the date you accepted these Terms, shall be resolved exclusively through final and binding individual arbitration, rather than in court, except that: (a) you or the Company may assert claims in small claims court if the claims qualify and remain in small claims court; and (b) you or the Company may seek equitable relief in court for infringement or misuse of intellectual property rights.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration shall be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitrator shall have exclusive authority to resolve all Disputes, including the interpretation, applicability, enforceability, and formation of this arbitration agreement.

15.2 Waiver of Class Actions and Collective Relief

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.

15.3 Waiver of Jury Trial

YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing to have claims and disputes resolved by arbitration.

15.4 Arbitration Procedures

The arbitration shall be conducted in the English language. The arbitration shall take place in Delaware or remotely via videoconference at the Company's election. You shall be responsible for all arbitration fees and costs unless applicable law requires otherwise. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

15.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@vibe.site within thirty (30) days of first accepting these Terms. The notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, the dispute resolution provisions of Section 16 shall apply.

16. Governing Law and Jurisdiction

These Terms and any Disputes (except as provided in Section 15) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice of law or conflict of law provisions. For any Disputes not subject to arbitration, you irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and you waive any objection to such jurisdiction or venue, including forum non conveniens.

17. Export Control and Sanctions Compliance

The Service may be subject to export control and economic sanctions laws of the United States and other jurisdictions. You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country subject to comprehensive U.S. sanctions; (b) you are not identified on any U.S. government restricted party list; and (c) you will not use the Service in violation of any export control or sanctions laws. You agree to comply with all applicable export control and sanctions laws.

18. Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, internet or telecommunications failures, power outages, equipment failures, or pandemics. In the event of force majeure, the Company's obligations shall be suspended for the duration of the event.

19. Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the Company's prior written consent. Any attempted assignment in violation of this provision shall be void. The Company may freely assign, transfer, or delegate any of its rights and obligations under these Terms without restriction or notice. These Terms shall be binding upon and inure to the benefit of the parties' permitted successors and assigns.

20. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect.

21. Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by the Company to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. All waivers must be in writing and signed by an authorized representative of the Company.

22. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices, policies, or guidelines published by the Company on the Service, constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Service.

23. Survival

All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, dispute resolution provisions, and any provisions relating to the payment of fees.

24. Interpretation

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms. The words "including," "includes," and "include" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," and "hereunder" refer to these Terms as a whole. Any ambiguity shall not be construed against the drafter.

25. No Partnership or Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company. You have no authority to bind the Company in any manner whatsoever.

26. Government Users

If you are a U.S. government entity, the Service constitutes "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable Federal Acquisition Regulation and agency supplements thereto. Use, reproduction, and disclosure are subject to the restrictions set forth in these Terms.

27. Contact Information

For questions regarding these Terms, please contact us at:

Vibe Apps, Inc.
Legal Department
Email: legal@vibe.site
We reserve the right to require identity verification and may not respond to all inquiries.

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