VibeCraft Terms of Service

VIBECRAFT TERMS OF SERVICE Version: 2026-09-03
Effective Date: September 3, 2026 These Terms of Service (the “Terms”) govern access to and use of the VibeCraft platform, websites, applications, artificial intelligence features, visualization tools, business intelligence tools, customer-facing experiences, venue-related functionality, integrations, and related products and services (collectively, the “Service”). VibeCraft is a product and service operated by HERA Systems LLC, a Pennsylvania limited liability company. These Terms constitute a binding agreement between HERA Systems LLC, operating the VibeCraft platform (“VibeCraft,” “we,” “us,” or “our”), and the business, organization, or individual purchasing, accessing, or using the Service (“Company,” “you,” or “your”). By purchasing a subscription, electronically accepting an Order, proposal, or checkout, creating or using an account, or otherwise accessing the Service, you agree to these Terms on behalf of the Company you represent and represent and warrant that you have authority to bind that Company. The Service is intended primarily for business and commercial use. 1. Agreement and Order of Precedence Your subscription is governed by these Terms together with the specific subscription, proposal, order form, checkout confirmation, statement of work, or other purchasing document accepted by your Company (collectively, the “Order”). Your Order may identify your subscription plan, billing interval, pricing, onboarding, implementation or activation fees, purchased add-ons or enhancements, usage allowances, promotional pricing, committed term, exclusivity arrangements, or other Company-specific commercial terms. If an Order expressly conflicts with these Terms, the Order controls solely with respect to that specific conflict. The version of these Terms recorded when your Order is accepted will apply to that Order for the applicable subscription term unless otherwise stated in the Order or agreed in writing. 2. Subscription Plans and Access VibeCraft may offer multiple subscription plans, add-ons, enhancements, promotional plans, custom plans, enterprise arrangements, or other Service configurations. Your access to features, venue capacity, user seats, visualization or preview usage, business intelligence functionality, integrations, white labeling, support levels, and other capabilities depends upon the plan and enhancements included in your Order. Subject to these Terms and payment of applicable fees, VibeCraft grants your Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during your active subscription term to access and use the Service solely for your Company’s legitimate internal business operations and authorized customer-facing activities. Access is limited to the Company and its Authorized Users and may not be shared with or provided to competitors, software developers, consultants, vendors, researchers, or other third parties for the purpose of analyzing, reproducing, benchmarking, evaluating, reverse engineering, or developing products or services that compete with or substitute for any portion of the Service. Your subscription provides access to the Service. It does not constitute a sale of the Service or transfer ownership of the Service, its underlying technology, venue infrastructure, intellectual property, data structures, methods, systems, or VibeCraft Content to your Company. Unless expressly stated in an Order or separate written agreement signed by HERA Systems LLC, subscriptions are non-exclusive. 3. Plan Features and Entitlements The features and usage allowances available to your Company are those associated with the subscription plan and enhancements identified in your Order at the time of purchase. Plan descriptions may use terms such as “unlimited.” Unless expressly stated otherwise in an Order, unlimited features are intended for reasonable use in connection with the normal operations of the subscribing Company and remain subject to the Fair Use provisions of these Terms. VibeCraft may improve, modify, replace, or discontinue individual features as the Service evolves, provided that VibeCraft will not intentionally make a material reduction to the core functionality of a paid subscription during its then-current paid term without reasonable notice. New functionality may be included in an existing subscription, offered as an add-on, or made available under a different subscription tier at VibeCraft’s discretion. 4. Fair Use and Unlimited Features Features described as “unlimited” are not intended to permit abusive, automated, excessive, resale-oriented, extraction-oriented, competitive-analysis-oriented, or otherwise unreasonable use. Unlimited access is provided for legitimate use in connection with your Company’s ordinary business operations. For plans that include Unlimited Venues, the standard fair-use allowance includes up to 250 active venue profiles at any given time unless a different limit is specified in your Order. Archived venue profiles do not count toward the active venue allowance. Companies requiring additional active venue capacity may contact VibeCraft for expanded capacity, custom pricing, or an enterprise arrangement. You may not use an unlimited feature to: • systematically create or import records unrelated to your Company’s legitimate operations or service area; • build or maintain a general-purpose venue database for resale, redistribution, competitive use, or use outside the Service; • systematically generate outputs for the purpose of collecting, reconstructing, or reproducing VibeCraft Content, venue infrastructure, datasets, methods, or functionality; • circumvent plan limitations through duplicate accounts, automated processes, scripts, bots, or other technical means; • provide third parties with VibeCraft functionality as a standalone service unless expressly authorized by VibeCraft; • use automated means to generate unusually large quantities of screenshots, outputs, visualizations, venue records, metadata, or other Service content for extraction or competitive analysis; or • consume Service resources at a level that materially interferes with the security, stability, performance, or reasonable operation of the Service. VibeCraft may contact a Company whose usage materially exceeds normal business use to discuss an appropriate plan or capacity arrangement. Where reasonably practicable, VibeCraft will provide notice before restricting access based solely on fair-use concerns and will work with the Company to address legitimate high-volume requirements. 5. Fees, Billing, and Renewal Subscription fees, billing frequency, onboarding fees, implementation fees, activation fees, add-ons, discounts, promotional pricing, and other charges are those displayed and accepted in your Order. Unless your Order states otherwise, subscriptions automatically renew at the end of each billing period until canceled. Renewal occurs at the then-applicable subscription rate, subject to any pricing commitments expressly included in your Order. You authorize VibeCraft and its payment processor to charge the payment method associated with your account for amounts due under your subscription. VibeCraft does not store complete payment card information when payment information is processed by a third-party payment processor. Failure to pay amounts when due may result in suspension or termination of access in accordance with these Terms. 6. Onboarding, Implementation, and Activation Services An Order may include onboarding, implementation, activation, setup, configuration, customization, data preparation, venue preparation, account configuration, training, or similar professional or implementation services. Fees for such services compensate VibeCraft for the work required to configure, prepare, activate, or support the Company’s use of the Service. Unless expressly stated otherwise in an Order, such fees do not constitute payment for ownership of VibeCraft-created technology, venue infrastructure, venue profiles, standardized venue records, templates, platform configurations, data structures, models, workflows, visualization systems, reusable assets, methods, know-how, software, processes, algorithms, prompting systems, recommendations, or other VibeCraft intellectual property developed, used, improved, or created in connection with providing those services. Onboarding or implementation work performed for one Company may result in efficiencies, improvements, knowledge, infrastructure, methods, automation, templates, processes, venue infrastructure, or reusable capabilities that VibeCraft may use in providing the Service to other customers. The Company is not entitled to compensation, credits, royalties, discounts, ownership rights, exclusivity, or other consideration solely because work performed during its onboarding or use of the Service improves VibeCraft’s ability to provide the Service to others. One-time onboarding, implementation, activation, setup, customization, or similar fees are non-refundable once the applicable work has begun except where required by law or expressly agreed in writing. 7. Cancellation You may cancel your subscription at any time unless your Order establishes a committed subscription term or different cancellation requirements. Unless otherwise specified in your Order, cancellation takes effect at the end of the current paid billing period, and your Company may continue using the Service through that date. Amounts already paid are not prorated or refunded for partial billing periods except where required by law or expressly agreed by VibeCraft in writing. Cancellation does not automatically entitle the Company to a refund of onboarding, implementation, activation, setup, customization, or other one-time fees. 8. Company Accounts and Authorized Users Your Company is responsible for activity occurring through its account and for ensuring account access is limited to authorized personnel (“Authorized Users”). Login credentials may not be sold, publicly distributed, transferred, or shared with unauthorized third parties. Your Company may not knowingly provide account access to any person or entity for purposes prohibited by these Terms, including competitive research, product development, reverse engineering, benchmarking, data extraction, or copying of the Service. You are responsible for maintaining accurate account information and reasonable security over usernames, passwords, authentication methods, and devices used to access the Service. You must promptly notify VibeCraft if you become aware of unauthorized access to your account. 9. Company Content Your Company retains its ownership rights in content and materials that it owns and submits to the Service, including Company-owned imagery, logos, trademarks, branding materials, proprietary documents, customer information, Company-specific pricing, packages, proprietary configurations, and other materials supplied by your Company (“Company Content”). You grant VibeCraft a non-exclusive, worldwide license during the period reasonably necessary to provide the Service to host, store, reproduce, process, transmit, display, format, resize, transform, and technically modify Company Content as reasonably necessary to operate, support, secure, maintain, improve, and provide the Service. This license does not transfer ownership of Company Content to VibeCraft. Your Company is responsible for obtaining all rights, licenses, permissions, and consents necessary for Company Content uploaded to or processed through the Service. This includes responsibility for photographs, imagery, logos, copyrighted materials, venue photography, customer or prospect information, and other third-party content supplied by your Company. Your Company represents and warrants that its provision and use of Company Content through the Service will not violate applicable law or the intellectual property, privacy, publicity, contractual, or other rights of a third party. 10. Venue Information and Shared Venue Infrastructure VibeCraft is designed to support multiple businesses that may operate at, service, sell services for, or otherwise interact with the same venues. A Company does not acquire ownership of or exclusivity over a venue merely because the venue was first added, configured, researched, modeled, prepared, or used in connection with that Company’s account. VibeCraft may independently create, acquire, maintain, develop, improve, standardize, organize, and reuse venue-related information and infrastructure across the Service. This may include, where lawfully obtained or independently created: • venue names and locations; • publicly available venue information; • venue layouts and structural characteristics; • measurements and spatial information; • standardized venue profiles and records; • VibeCraft-created venue models; • platform metadata; • generalized equipment-placement capabilities; • visualization infrastructure; • reusable templates; • independently obtained photographs or visual references; • information supplied or licensed directly by venues or other authorized sources; and • other non-confidential venue-related information. Venue infrastructure created or maintained by VibeCraft may be made available in connection with other VibeCraft accounts, including accounts belonging to companies that operate in the same geographic market or service the same venues. The fact that development of a venue profile or venue-related infrastructure occurred while onboarding or servicing a particular Company does not make that underlying VibeCraft-created infrastructure exclusive to that Company. However, VibeCraft will not disclose another Company’s Confidential Information or proprietary Company Content merely because such information relates to the same venue. For example, Company-specific pricing, proprietary operational methods, customer information, confidential equipment configurations, proprietary sales strategies, or Company-owned photographs will not be provided to another subscriber as that subscriber’s own Company Content without appropriate authorization. 11. VibeCraft Content, Technology, and Platform Assets Except for Company Content and third-party materials owned by their respective owners, HERA Systems LLC and its licensors retain all right, title, and interest in and to all content, infrastructure, technology, systems, materials, methods, designs, and work product created, developed, acquired, or used by or for VibeCraft in connection with the Service (“VibeCraft Content”). VibeCraft Content includes, without limitation: • software, source code, object code, scripts, and APIs; • application and platform architecture; • databases, database schemas, structures, relationships, and organization; • standardized venue profiles and platform-generated venue records; • reusable venue infrastructure; • venue models and representations; • templates and reusable assets; • models and model configurations; • workflows, sequences, processes, logic, and methods; • prompts, system prompts, prompt libraries, prompt chains, prompting systems, and AI orchestration methods; • recommendation frameworks, ranking systems, scoring systems, and decision logic; • visualization systems, generation methods, transformation methods, and rendering processes; • algorithms, rules, calculations, processing methods, and automation; • software-generated metadata; • generalized configurations; • data models and data structures; • user interfaces, user experiences, layouts, navigation structures, interaction patterns, and visual arrangements to the extent protectable by applicable law; • platform-generated assets and outputs to the extent owned by HERA Systems LLC; • internal tools and administrative systems; • technical documentation; • non-public product specifications; • aggregated insights; • improvements, modifications, discoveries, enhancements, derivative technology, and know-how; and • other proprietary or reusable components of the Service. Payment of subscription, onboarding, implementation, customization, activation, professional-services, or other fees does not transfer ownership of VibeCraft Content to the Company unless an Order expressly and specifically states otherwise. Nothing in these Terms grants the Company any implied license to use VibeCraft Content outside the authorized use of the Service. 12. Company-Specific Configurations Certain portions of the Service may combine VibeCraft Content with Company Content or Company-specific settings. For example, a shared venue profile may be combined with a Company’s own equipment, packages, enhancements, pricing, branding, inventory, product offerings, or operational preferences. The Company retains its rights in its underlying Company Content. HERA Systems LLC retains its rights in the underlying Service, venue infrastructure, templates, models, systems, technology, methods, processes, and other VibeCraft Content. The creation of a Company-specific configuration does not prevent VibeCraft from using the underlying non-confidential VibeCraft Content, venue infrastructure, methods, systems, processes, or independently developed information for other customers. 13. Aggregated and De-Identified Data VibeCraft may generate and use aggregated, statistical, and de-identified information derived from use of the Service for legitimate business purposes, including to: • operate and improve the Service; • evaluate feature performance; • improve artificial intelligence and recommendation functionality; • understand usage patterns; • develop benchmarks and industry insights; • improve sales and visualization tools; • develop new features, products, algorithms, systems, and services; • improve security and reliability; and • perform internal research and analytics. VibeCraft will not present aggregated or de-identified information to another customer in a manner that reasonably identifies your Company, your customers or prospects, or your Confidential Information unless you have authorized such disclosure. VibeCraft will not provide another subscriber with identifiable Company-specific pricing, client lists, individual sales activity, conversion information, confidential configurations, or account-specific analytics except at your direction or as otherwise permitted by these Terms or required by law. 14. Client and Prospect Information Your Company may provide personal information concerning customers, prospects, event attendees, employees, contractors, or other individuals through the Service. Your Company is responsible for providing legally required notices and obtaining any legally required permissions, consents, or other lawful authority necessary to collect, disclose, upload, transmit, or otherwise process such information through VibeCraft. VibeCraft will process personal information in accordance with its Privacy Policy and applicable law. Your Company may not use the Service to collect, upload, or process personal information in violation of applicable privacy, marketing, communications, consumer-protection, or data-protection law. 15. AI-Generated Content and Visualizations The Service uses artificial intelligence and other automated technologies to generate visualizations, recommendations, images, music-related suggestions, written content, predictions, and other outputs. AI-generated results are simulations and creative representations. They are not guarantees that a venue, event, enhancement, lighting configuration, entertainment setup, product, or other element will appear or perform exactly as represented. Your Company is responsible for reviewing AI-generated materials before relying upon them for contractual commitments, purchasing decisions, technical specifications, safety decisions, engineering decisions, equipment placement, or representations to clients. VibeCraft does not guarantee that AI-generated output will be unique, error-free, completely accurate, or free from visual, factual, technical, or other inconsistencies. Similar or identical outputs may be generated for different users. Except for Company Content incorporated into an output, access to an AI-generated output does not grant the Company ownership of any underlying VibeCraft models, prompts, systems, workflows, methods, algorithms, venue infrastructure, data structures, or other technology used to produce that output. The Service is intended to assist visualization, discovery, personalization, sales, and business operations. It does not replace professional judgment concerning event production, venue requirements, safety, engineering, equipment operation, legal obligations, or contractual commitments. 16. VibeCraft Intellectual Property and Reservation of Rights HERA Systems LLC and its licensors retain all right, title, and interest in and to the Service and all associated intellectual property and proprietary rights. These rights may arise under copyright, trademark, trade secret, patent, unfair competition, contract, and other applicable laws. Without limitation, HERA Systems LLC retains its rights in: • software and source code; • object code and executable software; • platform and system architecture; • databases and database structures; • venue infrastructure and venue models; • workflows, processes, methods, sequences, and functionality; • artificial intelligence systems and orchestration; • prompts, system prompts, prompt libraries, prompt structures, and prompting methods; • visualization and recommendation systems; • algorithms, ranking systems, scoring methods, and processing methods; • data structures and metadata; • user interface and experience designs to the extent protectable; • internal tools and administrative functionality; • proprietary documentation and specifications; • VibeCraft trademarks, trade dress, logos, branding, and other source identifiers; • VibeCraft Content; and • improvements, modifications, enhancements, discoveries, and derivative technology relating to the Service. Except for the limited access rights expressly granted by these Terms, no intellectual property or proprietary rights in the Service are transferred, assigned, licensed, or otherwise conveyed to your Company. All rights not expressly granted are reserved by HERA Systems LLC and its licensors. The absence of a patent, copyright registration, trademark registration, or other registration concerning any particular aspect of the Service does not constitute a waiver or abandonment of any rights HERA Systems LLC may have under applicable law. 17. Protection of Trade Secrets and Non-Public Technology Certain portions of the Service constitute or contain confidential and proprietary information and may qualify as trade secrets of HERA Systems LLC or its licensors. Such information may include non-public: • source code; • architecture; • database structures; • system designs; • prompts and system instructions; • AI orchestration; • algorithms; • recommendation logic; • scoring methodologies; • visualization processes; • data-processing methods; • venue-processing methodologies; • internal datasets; • training, evaluation, or testing methodologies; • security architecture; • administrative tools; • product roadmaps; • technical documentation; • internal performance information; and • other non-public technical or business information. Your Company acquires no right to obtain, inspect, discover, access, disclose, reproduce, use, or derive such information except to the limited extent it is intentionally made available through authorized use of the Service. You may not use authorized access to the Service as a means of attempting to discover or reconstruct non-public VibeCraft technology, methods, trade secrets, or proprietary information. Nothing in these Terms requires VibeCraft to disclose source code, system prompts, proprietary algorithms, internal architecture, model configurations, security details, internal datasets, or other non-public technical information. 18. Prohibited Copying, Reverse Engineering, Competitive Analysis, Scraping, and Extraction In addition to all other restrictions contained in these Terms, you may not, and may not permit or assist any third party to, directly or indirectly: • copy, clone, reproduce, imitate, translate, adapt, modify, or create derivative works from any unauthorized portion of the Service or VibeCraft Content; • reverse engineer, decompile, disassemble, decode, translate, inspect, probe, or otherwise attempt to derive or discover source code, object-code structure, algorithms, underlying methods, models, prompts, system instructions, architecture, data structures, database schemas, logic, or non-public functionality, except solely to the extent a restriction is prohibited by applicable law; • access or use the Service for the purpose of building, planning, designing, developing, testing, improving, funding, advising, evaluating, or materially assisting a product or service that competes with or substitutes for VibeCraft; • provide access to the Service, screenshots, screen recordings, demonstrations, outputs, documentation, account credentials, technical information, or other materials to a competitor or to any developer, consultant, investor, researcher, vendor, or other person for competitive analysis or development of a competing or substitutive product; • systematically photograph, screenshot, record, capture, transcribe, map, document, or catalog the Service for the purpose of recreating its functionality, workflows, navigation, interface, venue infrastructure, data organization, features, or methods; • use bots, spiders, crawlers, scrapers, browser automation, scripts, APIs, agents, automated tools, or manual systematic processes to extract, harvest, download, collect, index, reproduce, archive, aggregate, or compile VibeCraft Content or Service data except through functionality expressly authorized by VibeCraft; • systematically collect venue profiles, venue records, venue models, metadata, visualization outputs, recommendation outputs, configurations, or other Service information to create, enrich, populate, train, support, or improve another database, dataset, model, product, platform, or service; • use the Service, VibeCraft Content, screenshots, recordings, outputs, data, or other materials to train, fine-tune, evaluate, benchmark, validate, ground, augment, or improve an artificial intelligence or machine-learning model intended to compete with, reproduce, or substitute for the Service; • attempt to extract, infer, reveal, reconstruct, manipulate, override, or obtain system prompts, hidden instructions, prompt chains, internal model instructions, model configurations, safety controls, proprietary context, or other non-public AI-related information; • intentionally use prompt injection, adversarial prompting, automated probing, or similar techniques for the purpose of discovering non-public system behavior, instructions, security mechanisms, or proprietary information; • benchmark or evaluate the Service for publication or competitive product-development purposes without VibeCraft’s prior written authorization; • use Service access to identify features, workflows, functionality, methods, or designs for systematic replication in another product or service; • circumvent, disable, defeat, interfere with, or avoid technical measures intended to protect the Service, limit usage, prevent extraction, or enforce these Terms; • remove, obscure, alter, or circumvent copyright notices, trademarks, watermarks, proprietary notices, access controls, or other rights-management information; • falsely represent that the Service, VibeCraft Content, technology, functionality, venue infrastructure, or any material portion thereof was developed, created, owned, or licensed by your Company; or • encourage, instruct, facilitate, finance, procure, or assist another person in doing any of the foregoing. Authorized access to or visibility of any information, content, venue profile, visualization, output, interface, workflow, or functionality through the Service does not constitute authorization to systematically extract, download, copy, capture, scrape, archive, index, aggregate, compile, reproduce, republish, analyze for competitive purposes, or repurpose that information by automated or manual means. The fact that information can be viewed, displayed, requested, generated, downloaded through an authorized feature, or otherwise accessed by an Authorized User does not waive or limit any restriction in these Terms concerning scraping, systematic extraction, copying, competitive use, redistribution, or misuse of VibeCraft Content. For clarity, nothing in this Section prohibits a Company from independently developing a product or service without use of or reference to VibeCraft’s protected technology, Confidential Information, trade secrets, or unauthorized VibeCraft Content. This Section is intended to protect VibeCraft against unauthorized copying, extraction, reverse engineering, misuse of access, and misuse of proprietary information, not to claim ownership of ideas or functionality that applicable law leaves free for independent development. 19. Acceptable Use You agree not to misuse the Service. In addition to Section 18, you may not: • gain or attempt to gain unauthorized access to the Service or another customer’s information; • interfere with the security, integrity, availability, or operation of the Service; • circumvent subscription limits, security controls, usage restrictions, or access controls; • upload or transmit unlawful, malicious, infringing, deceptive, or harmful material; • use the Service in violation of applicable law; • use the Service to violate another person’s intellectual property, privacy, publicity, contractual, or other rights; • resell, sublicense, lease, rent, distribute, or commercially provide access to the Service except where expressly authorized in writing; • share access with an unauthorized third party; • use the Service to conduct unauthorized security testing or vulnerability scanning; • intentionally introduce malware, malicious code, automated attacks, or disruptive content; • use the Service in a manner designed to impair or evade security, fraud-prevention, usage-monitoring, anti-scraping, rate-limiting, or intellectual-property-protection mechanisms; or • represent that your Company owns the underlying VibeCraft software, platform, technology, or intellectual property. 20. White Label and Branded Experiences If your Order includes white labeling, custom branding, a custom domain, or another branded experience, VibeCraft may permit your Company to present specified customer-facing portions of the Service using your Company’s name, logos, colors, domain, or other approved branding. White labeling changes presentation of the Service only. It does not transfer ownership of the VibeCraft platform or technology. Your Company receives no right to claim ownership of, license, sublicense, sell, assign, distribute, reproduce, copy, reverse engineer, or otherwise commercialize the underlying VibeCraft platform as its own software or technology. Unless expressly authorized in writing, a white-labeled account may be used only in connection with the subscribing Company’s own business and its direct customers or prospects. Your Company may not use white-label functionality to: • sell or sublicense the VibeCraft platform to another entertainment company, venue, vendor, agency, software company, or other third party; • create accounts or branded instances for unrelated businesses; • offer VibeCraft as a standalone software or software-as-a-service product; • conceal the use of VibeCraft for the purpose of representing to investors, developers, customers, partners, or others that the Company developed the underlying technology; • represent that your Company developed, owns, or controls the underlying VibeCraft technology; • copy or recreate the Service for development of a competing product; • provide a developer, software company, competitor, consultant, or other third party with access for purposes prohibited by Section 18; or • permit another business to commercially exploit your Company’s VibeCraft access. Your Company retains ownership of its own trademarks, logos, branding, and Company Content used in the white-labeled experience. HERA Systems LLC retains ownership of the underlying VibeCraft platform, technology, software, systems, and intellectual property. Additional white-label terms contained in an Order or separate written agreement also apply and control if they expressly conflict with this section. 21. Exclusivity Unless expressly included in an Order or separate written agreement signed by HERA Systems LLC, no subscription, onboarding engagement, venue setup, market participation, or other use of the Service grants the Company exclusivity. VibeCraft may provide the Service to other companies, including businesses operating in the same industry, geographic market, or venues as the Company. Any exclusivity arrangement must be expressly agreed in writing and may define the applicable territory, customer category, scope, duration, exceptions, pricing, minimum commitments, termination rights, and other conditions. No exclusivity may be inferred from onboarding fees, implementation fees, Company tenure, venue contributions, first use of a venue, market presence, or any other circumstances. 22. Third-Party Services and Integrations The Service may interact with third-party services, including payment processors, artificial intelligence providers, messaging providers, email providers, scheduling services, hosting providers, mapping services, music-related services, analytics providers, and other integrations. VibeCraft is not responsible for interruptions, changes, errors, restrictions, or outages caused solely by third-party services outside VibeCraft’s reasonable control. Use of certain third-party functionality may also be subject to the applicable provider’s terms and policies. 23. Availability and Support VibeCraft works to maintain reliable availability and perform maintenance in a manner intended to minimize unnecessary disruption. The Service is provided on an “as available” basis. Temporary interruptions may occur because of maintenance, updates, third-party services, internet infrastructure, security incidents, circumstances beyond VibeCraft’s reasonable control, or other operational requirements. Support is provided at the level included with your applicable subscription or Order. Unless expressly stated in an Order or service-level agreement, VibeCraft does not guarantee uninterrupted or error-free operation or a specific uptime percentage. 24. Confidentiality “Confidential Information” means non-public information disclosed by one party to the other that reasonably should be understood to be confidential given the nature of the information or circumstances of disclosure. Confidential Information may include non-public business information, customer and prospect information, pricing strategies, internal analytics, proprietary processes, financial information, product plans, technical information, security information, source code, system architecture, prompts, algorithms, product roadmaps, and other sensitive business or technical information. VibeCraft’s non-public technology, architecture, source code, system prompts, algorithms, methods, internal tools, technical documentation, product plans, and trade secrets are VibeCraft Confidential Information whether or not individually marked confidential where their confidential nature reasonably should be understood. Each party agrees to: • use reasonable care to protect the other party’s Confidential Information; • use Confidential Information only as reasonably necessary in connection with the Service or the parties’ business relationship; and • limit disclosure to employees, contractors, professional advisers, service providers, and representatives who reasonably need access and are subject to appropriate confidentiality obligations. Confidential Information does not include information that: • is publicly available through no breach of these Terms; • was lawfully known by the receiving party without confidentiality obligations; • is independently developed without use of the other party’s Confidential Information; or • is lawfully received from another source without confidentiality restrictions. A party may disclose Confidential Information when required by law, regulation, subpoena, court order, or other valid legal process and, where legally permitted, will provide reasonable notice to the other party. The confidentiality obligations in this section survive termination of these Terms. Trade secrets will remain protected for so long as they qualify as trade secrets under applicable law. Nothing in this section prevents VibeCraft from using aggregated or de-identified information as permitted by Section 13. 25. Security VibeCraft will use commercially reasonable administrative, technical, and organizational measures designed to protect information processed through the Service against unauthorized access, use, alteration, or disclosure. No internet-based service or method of electronic storage is completely secure, and VibeCraft does not guarantee absolute security. Your Company remains responsible for securing its own accounts, devices, credentials, networks, and Authorized User access. Security mechanisms, fraud-detection systems, anti-abuse systems, anti-scraping systems, access controls, monitoring systems, rate limits, and other technical safeguards are themselves part of the protected Service and may not be circumvented, probed, or manipulated except with VibeCraft’s express written authorization. 26. Feedback If your Company voluntarily provides ideas, suggestions, recommendations, feature requests, or other feedback concerning VibeCraft, HERA Systems LLC may use that feedback without restriction or obligation to compensate your Company. To the extent permitted by law, your Company grants HERA Systems LLC a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit such voluntary feedback without restriction or attribution. Feedback does not include Company Content, Company trademarks, client information, or Confidential Information merely because such information was communicated to VibeCraft. 27. Monitoring, Investigation, and Enforcement VibeCraft may use reasonable technical and administrative measures to detect fraud, abuse, unauthorized automation, credential sharing, scraping, systematic extraction, excessive downloading or capture, security threats, violations of usage limits, or other suspected violations of these Terms. Where VibeCraft reasonably suspects a violation, VibeCraft may investigate relevant account activity and preserve logs, access records, technical information, and other evidence consistent with applicable law and the Privacy Policy. VibeCraft may suspend or restrict access while investigating conduct that reasonably appears to threaten the Service, another customer, VibeCraft intellectual property, Confidential Information, or Service security. Nothing in these Terms obligates VibeCraft to disclose security mechanisms, detection methods, internal logs, trade secrets, or other information where disclosure could compromise the Service or VibeCraft’s legitimate interests. 28. Suspension and Termination VibeCraft may suspend or terminate access for: • non-payment; • material violation of these Terms; • fraudulent or unlawful activity; • unauthorized resale or distribution; • unauthorized copying, extraction, scraping, archiving, indexing, aggregation, or automation; • unauthorized competitive analysis or competing-product development; • credential sharing with unauthorized parties; • attempts to discover or extract source code, prompts, algorithms, system instructions, trade secrets, or other non-public technology; • material security threats; • attempts to compromise or misuse the Service; • infringement or misuse of VibeCraft intellectual property; or • other conduct creating material risk to VibeCraft, its customers, intellectual property, Confidential Information, or the Service. Where reasonably practicable, VibeCraft will provide notice and a reasonable opportunity to cure a remediable breach before termination. Immediate suspension may occur where reasonably necessary to address security threats, fraud, unlawful conduct, non-payment, suspected unauthorized scraping, extraction or copying, intellectual-property threats, or material harm. Upon termination, your right to access the Service ends. Where reasonably available and legally permissible, you may request an export of eligible Company data for a limited period following termination. VibeCraft is not required to provide VibeCraft Content, proprietary venue infrastructure, system data, internal metadata, prompts, algorithms, or other proprietary technology as part of any export. VibeCraft is not required to maintain Company data indefinitely following termination. Sections that by their nature should survive termination, including provisions concerning ownership, intellectual property, restrictions on misuse of VibeCraft Content, confidentiality, trade secrets, aggregated and de-identified data, disclaimers, limitations of liability, indemnification, dispute resolution, and accrued payment obligations, will survive termination. 29. Remedies for Unauthorized Use and Intellectual Property Violations The Company acknowledges that unauthorized access, disclosure, copying, scraping, extraction, archiving, indexing, aggregation, reverse engineering, dissemination, or misuse of VibeCraft intellectual property, Confidential Information, trade secrets, or non-public technology may cause harm for which monetary damages alone may be inadequate. Accordingly, subject to applicable law, HERA Systems LLC may seek temporary, preliminary, permanent, or other injunctive or equitable relief to prevent or stop actual or threatened unauthorized use, disclosure, copying, scraping, extraction, reverse engineering, or misuse, without limiting any other remedies available at law or in equity. Nothing in this Section eliminates any requirement imposed by applicable law or court rule concerning the availability of equitable relief. HERA Systems LLC reserves all rights and remedies available under contract, copyright, trademark, trade secret, patent, unfair-competition, computer-access, and other applicable laws. Termination or suspension of an account does not waive any claim arising from conduct occurring before termination or suspension. 30. Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” VIBECRAFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY ERROR-FREE, SECURE FROM EVERY POSSIBLE THREAT, OR THAT EVERY AI-GENERATED OUTPUT, RECOMMENDATION, VISUALIZATION, PREDICTION, ANALYSIS, OR OTHER RESULT WILL BE ACCURATE, UNIQUE, COMPLETE, OR SUITABLE FOR A PARTICULAR PURPOSE. EXCEPT FOR WARRANTIES THAT CANNOT LEGALLY BE EXCLUDED, VIBECRAFT DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 31. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HERA SYSTEMS LLC NOR ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERA SYSTEMS LLC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, AN ORDER, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOUR COMPANY TO VIBECRAFT FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF VIBECRAFT OR HERA SYSTEMS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited. 32. Indemnification To the extent permitted by applicable law, your Company agrees to defend, indemnify, and hold harmless HERA Systems LLC and its owners, officers, employees, contractors, affiliates, and representatives from third-party claims, damages, liabilities, judgments, losses, and reasonable costs and expenses, including reasonable attorneys’ fees, arising from or relating to: • Company Content supplied by your Company; • your Company’s violation of applicable law; • your Company’s violation of these Terms; • your Company’s infringement, violation, or misuse of third-party intellectual property, privacy, publicity, or other rights; • your Company’s collection, disclosure, upload, transmission, processing, or use of personal information without legally required notices, permissions, consents, or other lawful authority; • your Company’s unauthorized or misleading representations to customers or prospects concerning the Service; • your Company’s use of AI-generated output in a manner inconsistent with these Terms; or • your Company’s unauthorized resale, sublicense, distribution, or commercialization of the Service. VibeCraft will provide reasonable notice of a covered claim and reasonable cooperation in its defense. HERA Systems LLC reserves the right to participate in the defense of any claim with counsel of its choosing at its own expense. 33. Changes to the Service or Terms VibeCraft may update the Service and these Terms as its products, technology, legal requirements, and business operations evolve. Material changes to these Terms will be communicated through reasonable means. Unless otherwise required by law or agreed in writing, the version of these Terms recorded with a signed or electronically accepted Order remains applicable to that Order for its then-current subscription term. Updated Terms may apply upon renewal, acceptance of a new Order, or other affirmative acceptance by the Company. Nothing in this section permits VibeCraft or HERA Systems LLC to retroactively alter the version of these Terms recorded as accepted for a prior transaction. 34. Governing Law These Terms, each Order, and any dispute arising out of or relating to the Service or the parties’ relationship will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 35. Dispute Resolution and Venue Before filing a lawsuit concerning a dispute arising from these Terms or the Service, the parties agree to make a good-faith attempt to resolve the dispute through direct business discussions. A party initiating a dispute will provide written notice reasonably describing the dispute, and the parties will have thirty (30) days following receipt of that notice to attempt an informal resolution before commencing litigation, unless immediate judicial relief is reasonably necessary to prevent irreparable harm, protect intellectual property or Confidential Information, address unauthorized access or security concerns, stop unauthorized copying, scraping, extraction, reverse engineering, or misuse of the Service, or preserve a legal claim before an applicable deadline. If the dispute is not resolved informally, each party consents to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Pennsylvania, subject to any more specific venue provision contained in an applicable Order. Each party waives any objection based on inconvenient forum to the extent permitted by law. Nothing in this section prevents either party from seeking temporary, preliminary, permanent, or other injunctive or equitable relief where reasonably necessary to protect intellectual property, trade secrets, Confidential Information, account security, Service security, or against unauthorized access, copying, scraping, extraction, reverse engineering, or use of the Service. 36. Assignment Your Company may not assign or transfer its subscription, Order, or rights under these Terms to another business without HERA Systems LLC’s prior written consent. HERA Systems LLC may assign these Terms or an Order in connection with a merger, acquisition, corporate reorganization, financing transaction, sale of substantially all relevant assets, or similar business transaction. 37. Relationship of the Parties The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, agency, fiduciary, employment, or other relationship between HERA Systems LLC and the Company. Neither party has authority to bind the other except as expressly agreed in writing. 38. Force Majeure Neither party will be liable for delay or failure to perform an obligation, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, acts of government, war, terrorism, civil unrest, labor disruptions, internet or telecommunications failures, utility failures, widespread cloud-service outages, cyberattacks by third parties, or failures of critical third-party providers. The affected party will use commercially reasonable efforts to resume performance. 39. Notices VibeCraft may provide operational, contractual, or legal notices through the Service, by email to an address associated with your account or Order, or through another reasonable electronic method. Your Company is responsible for maintaining accurate contact information. Formal legal notices to HERA Systems LLC may be sent to the contact information identified in your Order or to the contact information provided in Section 43. 40. Entire Agreement These Terms, together with your Order and any additional written agreement expressly incorporated into the Order, constitute the entire agreement between your Company and HERA Systems LLC concerning the VibeCraft Service and supersede prior or contemporaneous discussions, communications, proposals, representations, and understandings concerning the same subject matter. A failure by either party to enforce a provision does not waive that provision or the right to enforce it later. If any provision is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect. Headings are provided for convenience and do not limit interpretation of these Terms. 41. No Third-Party Beneficiaries Except as expressly stated in these Terms, these Terms do not create rights in any person or entity other than HERA Systems LLC and the Company. 42. Electronic Acceptance and Records Electronic signatures, electronic acceptance, checkboxes, typed signatures, and other electronic methods used by VibeCraft to record acceptance are intended to have the same force and effect as physical signatures to the extent permitted by applicable law. VibeCraft may maintain records associated with acceptance, including: • signer name; • Company; • email address; • title; • typed signature; • acceptance timestamp; • applicable Terms version; • applicable Privacy Policy version; • other applicable legal-document versions; • Order details; • subscription or checkout identifiers; • acceptance channel or source; • IP address; • user agent; • timezone; • document identifiers; • document hashes or fingerprints; and • other transaction or audit information reasonably necessary to document the agreement. You agree that electronic records may be used to demonstrate acceptance of these Terms, an Order, and other applicable agreements. VibeCraft may maintain immutable historical versions of legal documents associated with electronic acceptance. 43. Contact Questions or legal notices regarding these Terms may be sent to: HERA Systems LLC
VibeCraft
Pennsylvania, United States
Email: contact@getvibecraft.com Additional business or mailing information may be identified in the applicable Order. This document is provided for review before signing. The version recorded in connection with your signed or electronically accepted Order is the version applicable to that Order, subject to the renewal and amendment provisions described above.