1. Agreement to these terms
These Terms of Service (“Terms”) are a binding agreement between you and VibeLab Group LLC, a Florida limited liability company (“VibeLab Group,” “we,” “us,” or “our”).
By accessing this website, submitting a form, booking a consultation, downloading our materials, or engaging us for services, you agree to these Terms. If you do not agree, do not use the site or our services.
If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind it, and “you” refers to that organization.
2. Use of the website
You may view, browse, and use this site for lawful business purposes. You agree not to:
- Use the site in violation of any applicable law or regulation
- Submit false, misleading, or someone else’s information through our forms
- Attempt to gain unauthorized access to the site, its servers, or connected systems
- Probe, scan, or test the vulnerability of the site, or breach its security or authentication measures
- Introduce malware, or interfere with the site’s normal operation
- Use automated means to scrape, harvest, or systematically extract content, or to submit forms
- Reproduce, republish, or redistribute site content except as permitted in Section 5
We may suspend or block access to anyone who breaches these Terms, without notice.
We do not guarantee the site will be uninterrupted or error-free, and we may change, suspend, or discontinue any part of it at any time.
3. Consultations and enquiries
Our consultation is offered free of charge and carries no obligation on either side.
- Booking a consultation does not create a client relationship, and neither party is committed to any engagement until a written proposal or statement of work is agreed.
- Observations, recommendations, roadmaps, or shortlists we provide during or after a consultation are preliminary, based on what you tell us in a short conversation, and given without warranty. They are a starting point for your own decision-making, not a substitute for detailed analysis.
- We may decline to proceed with any enquiry or engagement, for any lawful reason.
- We may record a consultation only with your consent, requested at the time.
4. Guides and downloadable materials
We publish guides, checklists, and similar materials at no charge. When you download one, we grant you a limited, non-exclusive, non-transferable, revocable license to use it internally within your own business. You may not resell, republish, or distribute it, or remove our branding or attribution.
Our materials are provided for general information. They do not account for your specific circumstances, and outcomes described in them are not promised or guaranteed.
5. Our intellectual property
The site and its contents — text, design, graphics, code, video, the VibeLab Group™ name, logo, and brand elements — are owned by VibeLab Group or its licensors and protected by intellectual property law.
You may quote short excerpts of our published content with clear attribution and a link to the source. Everything beyond that requires our prior written permission.
If you send us feedback, suggestions, or ideas about our services or materials, you grant us a perpetual, royalty-free right to use them without obligation or compensation to you.
6. Engaging us for services
Part B begins here. These sections apply to paid work, except where a signed proposal or statement of work says otherwise.
Scope
Each engagement is defined by a written proposal or statement of work (“SOW”) describing the deliverables, timeline, assumptions, and fees. Work not described in the SOW is out of scope.
Changes to scope
Either party may request a change. A change becomes binding only when both parties agree it in writing, including any effect on fees and timeline. We are not obliged to perform out-of-scope work, and any additional work is chargeable.
Timelines
Dates in an SOW are good-faith estimates and depend on your timely input, approvals, and access. Delays caused by late materials, delayed approvals, or third-party dependencies extend the timeline correspondingly and are not our breach.
Testing
We design, build, and test automations in a controlled environment before deployment to a live operation. You remain responsible for reviewing and accepting deliverables before they are put into production use in your business.
7. Fees and payment
- Fees, payment schedule, and currency are set in the SOW. Unless stated otherwise, all amounts are in US dollars and exclude applicable taxes, which you are responsible for.
- Unless the SOW says otherwise, invoices are due within 14 days of the invoice date.
- Deposits and setup fees are non-refundable once work has commenced, as they reserve capacity and cover work already performed.
- Overdue amounts may accrue interest at 1.5% per month, or the maximum permitted by Florida law if lower, from the due date until paid.
- If an invoice is more than 15 days overdue, we may suspend work and withhold delivery, access, or credentials until the account is current. We will give you notice before suspending.
- You are responsible for our reasonable costs of collection, including attorneys’ fees, on undisputed overdue amounts.
- Recurring subscriptions and retainers renew automatically for successive periods unless cancelled in writing before the next renewal date, and fees for a period already begun are not refundable.
- Third-party costs — platform subscriptions, API usage, hosting, domains, licenses, and advertising spend — are your responsibility and are additional to our fees unless the SOW expressly includes them.
8. Your responsibilities
To do our work we depend on you. You agree to:
- Provide accurate, complete information and respond to requests for input or approval in reasonable time
- Give us the access, accounts, and credentials the work requires, and to promptly revoke them when the engagement ends
- Ensure you have the right to give us any data, content, or materials you provide, and that our agreed use of them does not infringe anyone’s rights or breach any law
- Maintain your own backups of your systems and data
- Comply with the terms of any third-party platform used in the engagement, and with all laws applicable to your business — including those governing marketing communications, consent, and the personal information of your own customers
- Review and accept deliverables before relying on them in live operation
Where we process personal information on your behalf, you are the controller of that data and we act on your instructions. You are responsible for having a lawful basis for the processing you ask us to perform.
9. Ownership of deliverables
What you own
On full payment of all amounts due under the relevant SOW, we assign to you the intellectual property rights in the deliverables specifically created for you under that SOW. Until full payment, all rights remain with us and any use of the deliverables is unlicensed.
What we own
We retain all rights in our pre-existing and background materials — our methods, frameworks, templates, libraries, prompts, reusable code and components, and general know-how, including anything of that kind we develop while performing the work. Where these are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of that deliverable, effective on full payment.
You may not extract our background materials from a deliverable to resell, license, or distribute them separately.
Your materials
You retain all rights in the data, content, trademarks, and materials you provide. You grant us a license to use them as needed to perform the work.
Portfolio
Unless you tell us otherwise in writing, we may identify you as a client and describe the work at a general level in our portfolio and marketing. We will not disclose your Confidential Information in doing so.
10. Confidentiality
Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party agrees to protect the other’s Confidential Information with at least reasonable care, to use it only to perform or receive the services, and not to disclose it except to personnel and advisers bound by comparable obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted, with prior notice where lawful.
These obligations continue for three years after the engagement ends, and for as long as the information remains a trade secret under applicable law.
11. Third-party platforms
Our work commonly integrates third-party platforms, APIs, and services that we do not control. You acknowledge that:
- Their availability, pricing, features, terms, and rate limits can change or be discontinued without notice to us
- Such changes may require rework, which is a scope change under Section 6 and is chargeable
- Your use of those platforms is governed by their terms, which you are responsible for accepting and complying with
- We are not liable for the acts, omissions, outages, data loss, or changes of any third-party platform
12. Term and termination
An engagement runs until the SOW is complete or terminated as follows:
- For convenience. Either party may terminate on 30 days’ written notice. You remain liable for all work performed and costs committed up to the termination date.
- For cause. Either party may terminate immediately if the other materially breaches and fails to cure within 15 days of written notice, or becomes insolvent.
- Non-payment. We may terminate immediately if an invoice is more than 30 days overdue.
On termination, you will pay all amounts due for work performed. On full payment, we will hand over completed deliverables and transfer or revoke access to accounts we hold for you. Sections 5, 7, 9, 10, 13, 14, 15, 16, 17, and 18 survive termination.
13. No professional advice
Our services, materials, and communications are technical and operational in nature. They are not legal, financial, tax, accounting, or regulatory advice, and are not a substitute for advice from a qualified professional licensed in your jurisdiction. Decisions you make about your business — including about compliance, data protection, marketing consent, employment, and finance — remain yours, and you should take appropriate professional advice.
14. Disclaimer of warranties
We warrant that we will perform services with reasonable skill and care, in a professional and workmanlike manner.
Except for that express warranty, and to the fullest extent permitted by law, the website, our materials, and our services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or arising from course of dealing or usage of trade.
We do not warrant that the site or any deliverable will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected.
We make no guarantee of specific results. Efficiency gains, time savings, cost reductions, lead volume, revenue, or return on investment depend on factors outside our control — your processes, your data, your team’s adoption, your market, and third-party platforms. Nothing we say, publish, or estimate is a promise of any particular outcome.
15. Limitation of liability
To the fullest extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.
- Our total aggregate liability arising out of or relating to these Terms, the site, our materials, or any engagement will not exceed the total fees you actually paid us for the specific SOW giving rise to the claim in the twelve months before the event — or US $100 where no fees have been paid, including all use of this website and our free materials.
- Any claim must be brought within one year of the event giving rise to it, or it is permanently barred.
These limits do not apply to your payment obligations, to either party’s breach of Section 10, or to liability that cannot be limited or excluded under applicable law — including fraud, fraudulent misrepresentation, or willful misconduct.
You acknowledge that these limitations are a fundamental basis of the bargain and are reflected in our pricing.
16. Indemnification
You agree to indemnify, defend, and hold harmless VibeLab Group and its members, officers, employees, and contractors from any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising from or relating to:
- Your breach of these Terms or of any applicable law
- Data, content, or materials you provide to us, including any claim that our agreed use of them infringes a third party’s rights
- Your use of deliverables after handover, including in ways not contemplated by the SOW
- Your communications with your own customers or contacts, including any claim relating to consent, marketing, or privacy
We will indemnify you against third-party claims that a deliverable we created for you, used as delivered and as contemplated by the SOW, infringes a US intellectual property right — excluding claims arising from your materials, your modifications, or combination with anything we did not supply.
17. Governing law and disputes
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Talk to us first. Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute by negotiation for 30 days after written notice describing it. This does not prevent either party from seeking injunctive relief to protect intellectual property or Confidential Information.
Any dispute not resolved that way will be brought exclusively in the state or federal courts located in Pasco County, Florida, and both parties consent to personal jurisdiction and venue there.
Each party waives any right to a jury trial. Disputes will be resolved on an individual basis; neither party may bring a claim as a plaintiff or class member in a class or representative action.
18. General
- Entire agreement. These Terms, together with any applicable SOW and our Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior discussions and proposals.
- Order of precedence. If there is a conflict: a signed SOW or master agreement first, then these Terms, then any other material.
- Changes. We may update these Terms. The “Last updated” date will change and the revised Terms apply from posting. Material changes will be given prominent notice on this page. Changes do not retroactively alter a signed SOW.
- Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in effect.
- No waiver. Failure to enforce a provision is not a waiver of it.
- Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
- Independent contractor. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
- Notices. Notices to us go to hello@vibelabgroup.com and the address below. Notices to you go to the email address you provided.
19. Contact us
Questions about these Terms: