Terms & Conditions

1. Services

VibeAI Agents LLC provides AI agent deployment, integration, and consulting services (“Services”). All Services are governed by a signed Statement of Work (“SOW”) or Engagement Letter that defines scope, deliverables, timeline, and fees. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail.

2. Engagement and Payment

All engagements require a signed SOW and payment of applicable fees prior to commencement of work. Hourly consulting is billed in 30-minute increments with a 2-hour minimum per session. Setup Package and Retainer fees are due in full prior to the start of the engagement period. Invoices are due Net 15 unless otherwise specified in the SOW.

3. No Refunds; No Cancellations

All fees are non-refundable and all engagements are non-cancellable once work has commenced. For retainer engagements, fees are non-refundable for the current billing period. VibeAI Agents LLC reserves capacity and allocates resources upon execution of the SOW, and fees compensate for this reserved capacity regardless of whether the Client fully utilizes the allocated time.

4. Client Responsibilities

The Client agrees to provide timely access to systems, infrastructure, credentials, and personnel as reasonably required for VibeAI Agents LLC to perform the Services. Delays caused by the Client’s failure to provide required access or information do not extend the engagement timeline or reduce fees owed.

5. Intellectual Property; Exclusive Ownership

All code, configurations, custom integrations, agent skills, orchestration workflows, automation scripts, infrastructure designs, and any other work product developed or deployed by VibeAI Agents LLC in connection with the Services (“Work Product”) are and shall remain the exclusive property of VibeAI Agents LLC. The Client receives a non-exclusive, non-transferable, revocable license to use the Work Product solely in connection with an active engagement or retainer with VibeAI Agents LLC.

VibeAI Agents LLC retains all rights, title, and interest in and to the Work Product, including all pre-existing tools, frameworks, libraries, methodologies, and general knowledge. The Client may not copy, modify, reverse-engineer, distribute, sublicense, or create derivative works from the Work Product without prior written consent from VibeAI Agents LLC.

VibeAI Agents LLC may use anonymized, non-confidential aspects of the engagement for portfolio and marketing purposes.

6. Service Non-Portability

The Services provided by VibeAI Agents LLC are delivered as a managed hosting and infrastructure engagement. Upon termination or expiration of the engagement for any reason, the Client acknowledges and agrees that:

• The Client shall not be entitled to receive, copy, migrate, or transfer any code, configurations, agent skills, orchestration workflows, automation scripts, server configurations, or other Work Product to another provider, server, or hosting environment.
• The Client shall not be entitled to continued access to any systems, dashboards, agent interfaces, or infrastructure deployed or maintained by VibeAI Agents LLC after the effective date of termination.
• VibeAI Agents LLC will, upon written request received within ninety (90) calendar days of the effective date of termination, provide the Client with an export of the Client’s business data (including conversation logs, reports, and structured data generated by the agents during the engagement) in a standard machine-readable format (CSV, JSON, or equivalent). This data export does not include any Work Product, source code, configurations, or infrastructure.
• After the 90-day data export window, VibeAI Agents LLC shall have no obligation to retain, store, or make available any Client data and may delete it at its sole discretion.

For clarity, the Work Product is licensed, not sold. Termination of the engagement terminates the license granted in Section 5.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives termination of the engagement and continues for a period of two (2) years. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

8. Limitation of Liability

VibeAI Agents LLC’s total liability arising from or related to the Services shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim. In no event shall VibeAI Agents LLC be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability.

9. No Guarantee of Results

VibeAI Agents LLC provides expert consulting services but does not guarantee specific business outcomes, revenue increases, cost savings, or performance metrics. The Client remains solely responsible for its business decisions, use of deployed systems, and the actions of AI agents operating within its infrastructure.

10. Third-Party Software

Services may involve the deployment of open-source software and third-party AI platforms. These platforms are provided under their respective open-source licenses. VibeAI Agents LLC is not the developer or maintainer of these platforms and makes no warranties regarding their continued availability, security, or fitness for a particular purpose.

11. Post-Launch Support

The Setup Package includes 30 calendar days of post-launch email support for issues directly related to the deployed configuration. This support covers bug fixes and configuration adjustments within the original scope. New features, additional integrations, or scope expansions are billed at the hourly consulting rate or covered under a retainer agreement.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Wyoming.

13. Modifications

VibeAI Agents LLC reserves the right to modify these Terms at any time. The most current version will always be available at this URL. Continued engagement of Services after modifications constitutes acceptance of the updated Terms.

14. Contact

For questions regarding these Terms, contact us at ai@vibeaiglobal.com.