Terms of Service

1. Agreement

These Terms of Service (the "Terms") constitute a binding agreement between you and ITERFORGE AI LTD. ("Ideavibes AI," "we," "us," or "our"), a company incorporated under the laws of British Columbia, Canada, with an office at 307-12339 Steveston Hwy, Richmond, BC V6W 0B4, Canada. Ideavibes AI is the product name under which we operate ideavibes.ai, dashboard.ideavibes.ai, the crew, hosting, and related tools (collectively, the "Services").

By creating an account, initiating a project, or otherwise accessing or using the Services, you acknowledge that you have read and agree to be bound by these Terms and the Privacy Policy. If you access or use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity.

The Disclaimer is incorporated into these Terms by reference. In the event of a conflict between the Disclaimer and these Terms, these Terms control.

2. The Services

The Services enable you to describe a product goal and to have that goal planned, built, reviewed, and, where applicable, deployed as a live product, including through code written to a GitHub repository associated with your account. Plan features, usage limits, running hours, and fees are set out on the Pricing page, which we may update from time to time. We may add, modify, suspend, or discontinue any feature of the Services. Features identified as experimental, preview, or beta are provided as-is, without any service-level or support commitment, and are excluded from any indemnification obligation we may otherwise have.

3. Eligibility and accounts

You must be at least 18 years of age, or the age of majority in your jurisdiction, to use the Services. You agree to provide accurate account information, to keep that information current, and to keep credentials confidential. You are responsible for all activity occurring under your account. Notices we send to the email address associated with your account satisfy any requirement to provide you with legal notice.

If you register using an email address issued by an organization, we may treat the account as administered by that organization. Managed-account administrators may access, manage, retain, suspend, or terminate the account and associated project materials. If we treat an account as administered by an organization, we will notify you, or rely on the organization to do so where it has agreed. We may suspend or terminate an account if we reasonably believe it is used in an unlawful, abusive, or insecure manner, or in breach of these Terms.

4. License to use the Services; ownership

Subject to these Terms and your plan, we grant you a limited, non-exclusive, non-transferable, worldwide, revocable license to access and use the Services for your personal or internal business purposes, including to create, deploy, operate, and make available the applications, websites, and other products you build using the Services, and to permit your end users to access those products. This license does not transfer any ownership interest in the Services. All rights not expressly granted are reserved. The license terminates immediately if you breach these Terms or your account is terminated.

As between you and us, you retain all right, title, and interest in and to the prompts, designs, code, and products you create using the Services, including a GitHub repository held in your account, and, as between you and us, in code, text, and other materials generated for you through the Services ("Output"), subject to any third-party rights in underlying models, training data, or outputs. We and our licensors retain all right, title, and interest in and to the Services, including the platform, models, workflows, interfaces, documentation, templates, and usage data generated in connection with the Services ("Platform Materials"). We may use usage data for any lawful business purpose, including monitoring, analytics, security, and improvement of the Services.

You grant us a non-exclusive license to host, reproduce, process, transmit, and display materials you submit, as reasonably necessary to operate the Services for you, including to plan, build, review, deploy, and support your projects. That operational license is independent of, and does not limit, the license granted in Section 5.

5. License for public showcases and proof

For purposes of these Terms, "Public Work" means any application, website, preview, hosted URL, custom domain, subdomain, repository, design, screenshot, recording, or other artifact that you create with or through the Services and that is, or that you cause to be, accessible to the public, including without limitation: (a) a GitHub repository or similar source repository whose visibility is public; (b) a product, page, or file reachable at a URL that does not require a private login; and (c) any other work you make publicly available.

In consideration of your access to and use of the Services, you hereby grant ITERFORGE AI LTD. (doing business as Ideavibes AI) a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use Public Work for showcases and proof of the Services. The license is unconditional. No further consent, release, payment, or attribution is required. You may not withhold, condition, delay, or revoke the license. We may, but are not obligated to, identify you or the product.

Without limiting the foregoing, the license includes the right to reproduce, host, store, adapt, excerpt, translate, publicly display, publicly perform, distribute, link to, embed, screenshot, record, and otherwise exploit Public Work, and to use associated public product names, URLs, and user-facing content, in any media now known or later developed, including on ideavibes.ai (including the Show Cases pages), social channels, presentations, sales materials, press, and investor materials.

The license granted in this Section 5 survives termination of your account and of these Terms. If you later restrict access to a project, we may continue to use (i) any Public Work that remains publicly accessible and (ii) any copies, screenshots, recordings, or other materials we obtained while the work was Public Work. We have no obligation to remove, recall, or cease distribution of such materials.

You represent and warrant that you have all rights, licenses, and authority necessary to grant the license in this Section 5, and that our exercise of the license will not infringe or misappropriate any third-party right. The license is for showcasing and proving products created with the Services. It does not authorize us to collect personal data of your end users from Public Work for an unrelated contact or marketing list. Our processing of personal data is described in the Privacy Policy.

6. Acceptable use

You are solely responsible for instructions you issue through the Services and for products you deploy or otherwise make available. You shall review and validate Output before relying on it or making it available to others. Use in medical, legal, financial, or safety-critical contexts is at your own risk and requires independent professional review.

You shall not, and shall not permit others to:

• use the Services for any unlawful, harmful, violent, abusive, fraudulent, deceptive, or unauthorized purpose;
• submit materials you do not have the right to use, or that infringe a third-party right;
• copy, modify, distribute, sell, lease, sublicense, or otherwise exploit the Services or Platform Materials except as expressly permitted;
• resell the Services or make them available to a third party on a service-bureau or time-sharing basis;
• share account credentials or permit unauthorized access to your account;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or algorithms underlying the Services, except to the extent such restriction is prohibited by law;
• bypass or disable any security, usage, or access control;
• access or interact with the Services by automated means, including bots, scrapers, or crawlers, without our prior written permission;
• upload, transmit, or distribute malicious code, or overload, disrupt, or interfere with the Services;
• misrepresent Output as human-generated in a context where that misrepresentation could cause harm or deception;
• use our name, logos, or other trademarks in a way that implies affiliation, endorsement, or sponsorship without our prior written permission;
• extract, reconstruct, or attempt to determine model weights, training data, or system logic; or
• use the Services, Output, or prompts to train, develop, or improve a competing system.

7. AI-generated output

The Services may generate Output using artificial intelligence. Output may be inaccurate, incomplete, or similar to materials generated for other users. Output does not constitute legal, medical, financial, or other professional advice. You are solely responsible for testing, validating, and using Output. We do not warrant that Output will be unique, non-infringing, fit for a particular purpose, or that any given change will be accepted or deployed. We may reject Output that we reasonably determine is not ready to ship.

8. Customer Data; training; sensitive data

"Customer Data" means content, code, text, images, files, prompts, and other data that you input, upload, submit, host, or generate through the Services, including applications you create. Customer Data does not include usage data or Platform Materials.

You grant us a non-exclusive license to process Customer Data as reasonably necessary to operate, maintain, secure, and provide the Services, including transmitting prompts and related materials to third-party artificial-intelligence providers. We do not use identifiable Customer Data from private projects to train general-purpose models that we make available to other customers. We may create de-identified, anonymized, or aggregated data from Customer Data and usage data, and we may retain and use that data for analytics, security, and product improvement. The license in Section 5 is independent of this Section 8.

You are responsible for the applications and projects you build, deploy, and make available using the Services, including for having all rights, consents, and a lawful basis for personal information of your end users that is processed through those products. As between you and us, you are the controller (or equivalent) of that end-user information. We process it only as reasonably necessary to provide hosting, deployment, and related Services, and as described in the Privacy Policy. You shall comply with the terms of any provider you connect.

Unless a signed writing with us expressly permits it, you shall not upload, input, or otherwise provide through the Services any protected health information, payment-card PAN data, government identifiers, biometric data, or other special or highly sensitive categories of personal data. The standard Services are not designed as a system of record for such data. If you provide such data in violation of this paragraph, you do so at your own risk, you are solely responsible for ensuring you have a lawful basis, and you shall indemnify us for claims arising from that submission. We may remove such data or suspend associated Services where we become aware of non-compliant use.

9. Third-party services; availability

The Services may depend on third-party providers, including GitHub, hosting and infrastructure providers, payment processors, email providers, analytics providers, and artificial-intelligence model providers. Your use of those providers is subject to their terms. We do not control, and are not liable for, their availability, acts, omissions, performance, or security. Interruptions, delays, or errors may occur, including as a result of events beyond our reasonable control. Materials stored in a GitHub account remain subject to that account's settings upon cancellation of the Services. A public GitHub repository constitutes Public Work under Section 5. Unless we expressly agree otherwise in writing, we do not guarantee that data will be processed or stored in any particular country or region.

10. Fees, running hours, and cancellation

Available plans and applicable fees are described on the Pricing page. Paid plans are billed in advance and renew automatically until cancelled. Except where required by applicable law, fees are non-refundable. Nothing in this Section 10 limits any statutory refund, cancellation, or withdrawal right you may have as a consumer. You may cancel through account settings or by written notice to us. Cancellation ends future charges, and access continues through the end of the then-current billing period. Cancellation does not terminate or limit the license granted in Section 5.

Paid plans include a monthly allotment of running hours during which deployed applications may remain live, as described on the Pricing page. Building and iterating do not consume running hours. Usage beyond the included allotment is billed as running credits. Running credits are a limited license to consume compute. They are not a stored-value instrument, deposit, or cash equivalent, and, except where required by law, they are non-refundable. If included running hours are exhausted, we will notify you. We do not take a deployed site down solely because included running hours are exhausted. Additional running hours or running credits may be required for continued live compute, as described on the Pricing page. Our usage-metering records, and those of our payment processor, are controlling absent an obvious error.

If we terminate your account or the Services for material breach, fraud, or abuse, any remaining running credits are forfeited, except where applicable law requires otherwise. If you cancel, remaining running credits remain available until the end of the then-current billing period. If we terminate for a reason not attributable to you, remaining running credits are applied to fees owed through the effective date of termination, after which they expire.

Payments are processed by our designated payment processor. By paying, you also agree to that processor's applicable terms. You are responsible for all taxes arising from your purchase or use of the Services, including GST, HST, PST, VAT, sales, and similar transaction taxes, other than taxes based on our net income. We may modify plan contents or fees upon notice through the Services or to the email address associated with your account.

11. Hosted URLs and usernames

If we make a product available at a hostname, subdomain, preview URL, or other address under a domain we control, we retain all rights in that domain. You have no proprietary right to any particular hostname. We may reclaim, reassign, suspend, or terminate a hosted URL for abuse, inactivity, trademark conflict, or operational reasons. We will generally give at least seven (7) days' notice, except where we reasonably believe prompt action is required for security, legal compliance, or abuse. Reclamation does not entitle you to a refund. You should use a custom domain for production use.

If you create a username on the Services, you have no proprietary right to that username. We may reclaim, reassign, or terminate a username for abuse, impersonation, confusion with our pages, features, or brands, or operational reasons. Reclamation of a username does not entitle you to a refund.

12. Term, suspension, and termination

These Terms begin when you first accept them or start using the Services and continue until terminated. You may stop using the Services and cancel your account at any time. We may terminate an account or access to the Services for convenience on reasonable advance notice, and we may discontinue or modify the Services, in whole or in part, at any time. We may refuse a request, remove content, or suspend or terminate an account immediately if we reasonably believe it is necessary to address safety, legal compliance, abuse, fraud, non-payment, a security risk, or a material breach of these Terms.

On termination, your license to use the Services ends. You remain responsible for fees incurred through the effective date of termination. Code stored in your GitHub account remains subject to your GitHub settings. Treatment of remaining running credits is described in Section 10. Section 5 survives. Except where required by law, prepaid fees are not refunded upon termination. Nothing in this Section 12 limits any statutory refund, cancellation, or withdrawal right you may have as a consumer.

13. Amendments

We may amend these Terms. We will post the amended Terms at this URL and update the effective date. For material amendments, we will provide at least thirty (30) days' advance notice by email or through the Services, except where a shorter period is required to comply with law or to address a security or legal risk. If you expressly accept the changes before the end of the notice period, the revised Terms take effect on that acceptance. Otherwise, your continued use of the Services after the amended Terms take effect constitutes acceptance. If you do not agree, you must discontinue use of the Services.

14. Copyright notices

We respect intellectual property rights. If you believe material made available through the Services infringes copyright, send a notice to support@ideavibes.ai with the subject line "Copyright Notice," including: (a) a description of the copyrighted work; (b) the location of the allegedly infringing material; (c) your name, address, telephone number, and email address; (d) a statement that you have a good-faith belief the use is not authorized by the owner, its agent, or the law; and (e) a statement, made under penalty of perjury if you are asserting rights under United States law, that the information in the notice is accurate and that you are the owner or authorized to act on the owner's behalf. We may remove or disable access to the material and, in appropriate circumstances, terminate accounts of repeat infringers. Notices concerning other illegal content or abuse may be sent to the same address with the subject line "Abuse."

15. Disclaimers

To the fullest extent permitted by applicable law, the Services and all Output are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, or error-free, or that Output will be accurate, complete, or suitable for your intended use. Your use of the Services is at your sole risk.

16. Limitation of liability

To the fullest extent permitted by applicable law, ITERFORGE AI LTD. and its officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Services or these Terms, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages. Without limiting the foregoing, we shall not be liable for downtime, failures, or delays caused by third-party providers, for errors in Output, or for any act or omission by you, your users, or anyone using your account. Our aggregate liability for all claims arising out of or relating to the Services or these Terms shall not exceed the amounts you paid us for the Services during the twelve (12) months immediately preceding the claim, or fifty U.S. dollars (US $50) if you have paid no fees, except to the extent such limitation is not permitted by law. Where a limitation is not permitted, our liability is limited to the maximum extent permitted by applicable law.

17. Indemnification

You shall defend, indemnify, and hold harmless ITERFORGE AI LTD. and its officers, employees, and agents from and against any claims, damages, losses, and reasonable legal fees arising out of or relating to: (a) materials you submit; (b) Public Work; (c) your end users; (d) your use or misuse of the Services; (e) your submission of sensitive data in breach of Section 8; or (f) your breach of these Terms or of any third-party right, including the terms of a provider you connect.

18. Feedback

If you provide suggestions, ideas, or other feedback concerning the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without restriction, attribution, or compensation.

19. Miscellaneous

These Terms, together with the Privacy Policy and the Disclaimer, constitute the entire agreement between you and us concerning the subject matter hereof and supersede all prior or contemporaneous understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with the operation or transfer of our business. Notices to you may be sent to the email address associated with your account, provided through the Services, or posted on our website, and are effective when sent or posted. Notices to us must be sent to the email or postal address in Section 20.

You shall comply with applicable export-control and sanctions laws, including those of Canada, the United States, the European Union, and the United Kingdom. You may not use the Services if you are located in, ordinarily resident in, or acting on behalf of a person or entity located in, a country or territory subject to comprehensive embargoes or sanctions, or if you are listed on, or owned or controlled by a party listed on, any applicable restricted- or denied-party list.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Except where a non-waivable consumer-protection law requires otherwise, you agree that any dispute arising out of or relating to these Terms or the Services shall be brought on an individual basis, and not as a class, consolidated, or representative action, in the courts of British Columbia sitting in Vancouver, and you consent to the personal jurisdiction of those courts.

The provisions of these Terms relating to ownership, the license in Section 5, Customer Data, disclaimers, limitation of liability, indemnification, feedback, governing law, and any other term that by its nature should survive, shall survive termination of your account or of these Terms.

20. Contact

Notices and questions concerning these Terms may be sent to support@ideavibes.ai, or by post to ITERFORGE AI LTD., 307-12339 Steveston Hwy, Richmond, BC V6W 0B4, Canada.