Legal

    VibeOps Services Agreement / Terms and Conditions

    Last Updated: 01/05/26

    These Terms and Conditions ("Agreement") govern access to and use of the Services (as defined below) provided by VibeOps Technologies Inc., a corporation incorporated under the laws of British Columbia, Canada ("VibeOps", "we", "us", or "our").

    By accessing or using the Services, or by clicking "I agree" or similar, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

    1. Definitions

    "AI Features" means any artificial intelligence-assisted drafting, analysis, or automation features made available as part of the Services.

    "Customer" means the individual or legal entity that enters into this Agreement.

    "Customer Data" means all data, content, information, documents, and materials submitted, uploaded, or generated by or on behalf of Customer through the Services.

    "Engagement Document" means a proposal, statement of work, service agreement, or other ordering document executed by the parties that specifies the scope, fees, deliverables, and term of an engagement, and incorporates this Agreement by reference.

    "Services" means the discovery, implementation, development, deployment, and related software and engineering services VibeOps provides to Customer, including any custom-built tools, integrations, templates, workflow automations, AI Features, and related functionality delivered under an Engagement Document.

    "Engagement Term" means the period during which VibeOps performs the Services and, where applicable, Customer is authorized to access and use software operated by VibeOps, as specified in an Engagement Document.

    2. Services; Tool-Only Nature

    2.1 Provision of Services

    Subject to this Agreement and payment of applicable fees, VibeOps will perform the Services described in the applicable Engagement Document and, where VibeOps operates software on Customer's behalf, grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use it during the Engagement Term.

    2.2 Tool Provider Only

    The Services, and any software VibeOps builds or deploys, are tools that draft, structure, integrate, and automate engineering work. They do not provide engineering, legal, or professional advice and do not replace professional judgment.

    2.3 No Professional Reliance

    Customer acknowledges and agrees that:

    • The Services are not a substitute for professional review
    • Outputs generated using the Services must be reviewed and approved by a qualified professional
    • The Services must not be relied upon as the sole basis for sealed deliverables or regulatory submissions

    3. Customer Responsibilities

    Customer is responsible for:

    • All activity conducted under its account
    • Ensuring accuracy, completeness, and legality of Customer Data
    • Maintaining appropriate access controls and credentials

    Customer shall not:

    • Reverse engineer, decompile, or attempt to derive source code
    • Copy, modify, or create derivative works of the Services
    • Use the Services to build or assist a competing product
    • Inject malware or interfere with system integrity
    • Circumvent technical limitations or access restrictions
    • Conduct or publish benchmarking or performance testing without written permission

    4. AI Features

    4.1 Use of Third-Party AI

    The Services may incorporate third-party AI models (including Azure-hosted AI services). AI outputs may be inaccurate, incomplete, or misleading.

    4.2 Verification Required

    Customer is solely responsible for reviewing, verifying, and validating all outputs generated using AI Features before use or reliance.

    4.3 No Training on Customer Content

    Customer Data submitted to AI Features is not used to train general-purpose AI models. Inputs are processed for feature delivery and handled in accordance with our Privacy Policy.

    5. Proprietary Rights

    5.1 VibeOps IP

    VibeOps retains all right, title, and interest in and to the Services, including all software, templates, workflows, improvements, and intellectual property.

    5.2 Customer Data Ownership

    Customer retains ownership of Customer Data and all reports and outputs generated from such data.

    5.3 Anonymized Use

    Customer grants VibeOps a perpetual, royalty-free right to use aggregated, anonymized, and non-identifiable information derived from Customer's use of the Services to improve and operate the Services.

    6. Fees and Payment

    6.1 Fees

    Customer shall pay all fees specified in the applicable Engagement Document. Fees are typically structured as a fixed fee payable across defined milestones, and are non-refundable except as expressly stated in the Engagement Document.

    6.2 Milestones and Acceptance

    Where an Engagement Document specifies milestones, acceptance criteria, or revision periods, fees become payable on completion of the corresponding milestone. Acceptance is determined in accordance with the criteria set out in that Engagement Document.

    6.3 Ongoing Services

    Hosting, support, maintenance, and continued development following acceptance are provided only where separately agreed in writing, and are governed by the terms of that separate agreement. Nothing in this Agreement obliges Customer to purchase ongoing services.

    6.4 Taxes

    Fees are exclusive of taxes. Customer is responsible for all applicable taxes, excluding taxes on VibeOps' income.

    6.5 Late Payments

    Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law).

    7. Confidentiality

    Each party agrees to protect the other party's confidential information and use it solely for purposes of this Agreement. Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets.

    8. Privacy

    Customer acknowledges that VibeOps processes personal information in accordance with its Privacy Policy, available on the VibeOps website. A Data Processing Agreement may be provided upon request for enterprise customers.

    9. Term and Termination

    9.1 Term

    This Agreement continues for the Engagement Term unless terminated earlier, and applies to each Engagement Document executed under it.

    9.2 Termination for Cause

    Either party may terminate immediately for material breach not cured within ten (10) days, or immediately for misuse, non-payment, or unlawful activity.

    9.3 Effect of Termination

    Upon termination, VibeOps ceases performance and any access to software operated by VibeOps ends. Deliverables accepted and paid for prior to termination remain Customer's in accordance with the applicable Engagement Document. Customer may export Customer Data for thirty (30) days following termination, after which data may be deleted unless legally required to retain it.

    10. Warranties and Disclaimers

    VibeOps warrants that the Services will materially conform to generally accepted industry standards.

    EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE".

    VIBEOPS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    11. Indemnification

    Customer shall indemnify and hold harmless VibeOps from any claims arising from:

    • Customer Data
    • Misuse of the Services
    • Violation of applicable law
    • Breach of this Agreement

    12. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY LAW:

    • VIBEOPS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR LOST PROFITS DAMAGES
    • VIBEOPS' TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

    13. Assignment

    Customer may not assign this Agreement without consent.

    VibeOps may freely assign this Agreement in connection with a merger, acquisition, asset sale, or financing.

    14. Publicity

    VibeOps may use Customer's name or logo only with Customer's prior written permission.

    15. Modifications

    VibeOps may update this Agreement from time to time. Material changes will be notified via email or in-product notice. Continued use constitutes acceptance.

    16. Governing Law and Venue

    This Agreement is governed by the laws of British Columbia, Canada, without regard to conflict of laws principles. Courts located in Vancouver, BC have exclusive jurisdiction.

    17. Language

    This Agreement is drafted in English, which shall govern its interpretation.

    18. Survival

    Sections relating to IP, confidentiality, indemnification, limitations of liability, and governing law survive termination.

    19. Entire Agreement

    This Agreement, together with any Engagement Document, constitutes the entire agreement between the parties and supersedes all prior agreements. Where an Engagement Document conflicts with this Agreement, the Engagement Document governs for that engagement.