Effective date: July 7, 2026
Terms of Service
IMPORTANT NOTICE: These Terms of Service contain an arbitration agreement, a class-action waiver, broad disclaimers of warranties, a broad limitation of liability, and an indemnity clause. Please read them carefully. By using any Vibe Coding Agency service, you agree to these terms.
1. Agreement Overview and Linked Documents
These Terms of Service ("Terms") are a binding legal agreement between you ("User," "Customer," or "you") and Vibe Coding Agency LLC, a Texas-based company ("Company," "we," "us," or "our"). By accessing or using the website at vibecodingagency.com or any of our services (collectively, the "Services"), you agree to be bound by these Terms and the following linked documents, which are incorporated by reference:
If you do not agree to these Terms, do not use the Services. If you use the Services on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity to these Terms.
2. Description of Services
The Services currently include, without limitation:
- UltraWork: A hosted or self-hosted AI-assisted coding interface, gateway, API access, and related tooling.
- Managed Neocloud GPU Instances: Brokerage, provisioning, security hardening, monitoring, and operational management of GPU compute sourced from third-party neocloud providers.
- GPU Market Dashboard: A price-comparison resource showing publicly available neocloud GPU pricing. Prices and availability are provided by third parties and are not offers, guarantees, or binding quotations.
- Vibe Coding Academy: Training, coursework, assignments, and community access.
- Consulting and Engineering Services: Hourly, retainer, and project-based strategy, engineering, operations, and AI governance services.
- RegicideOS and Open Source Resources: Information, downloads, documentation, and related open-source tooling.
Services may change, be suspended, or be discontinued at any time without notice. We have no obligation to maintain, update, or support any specific feature or service.
3. Eligibility and Accounts
You must be at least 18 years old and capable of forming a binding contract to use the Services. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account, whether authorized by you or not. We are not liable for any loss or damage arising from your failure to secure your account. We may suspend or terminate accounts that violate these Terms or that we believe, in our sole discretion, present risk or legal exposure.
4. Your Responsibilities
You will comply with these Terms and all laws, rules, and regulations applicable to your use of the Services. Without limiting the foregoing, you are responsible for:
- Your Content: All data, code, prompts, models, configurations, and materials you submit to or process through the Services ("User Data"). You will ensure that your User Data and your use of the Services do not violate the Acceptable Use Policy or any applicable law.
- Your Security and Backups: Properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and back up your accounts and User Data, including use of encryption where appropriate.
- Credentials: Keeping login credentials, API keys, tokens, and private keys confidential and not transferring or sublicensing them to any other person or entity except your agents performing work on your behalf.
- End Users: Any person or entity you permit, assist, or facilitate to use the Services. You are responsible for their use and compliance with your obligations under these Terms.
If you become aware of any violation of these Terms caused by an End User or unauthorized party, you will immediately suspend their access and notify us.
5. Payments, Subscriptions, and Refunds
Fees for Services are posted on the applicable pricing page or in a signed statement of work. By purchasing a subscription or service, you authorize us to charge your payment method. Subscription fees are generally billed in advance and are non-refundable except as required by applicable law or as expressly stated in a signed agreement.
Managed GPU instances are typically billed based on third-party provider rates plus management fees. You are responsible for all usage, overages, and associated charges incurred under your account, even if unauthorized, unless you notify us promptly of the unauthorized use. All amounts are payable without setoff or counterclaim. We may charge interest at 1.5% per month (or the highest rate permitted by law, if lower) on late payments.
6. AI-Generated Output, Code, and Recommendations
Services may produce or facilitate code, text, configurations, recommendations, or other output generated by artificial intelligence ("AI Output"). AI Output is provided for informational and draft purposes only. You are solely responsible for reviewing, testing, verifying, and validating AI Output before using, publishing, or deploying it in production.
AI Output may be incorrect, incomplete, outdated, infringing, insecure, or otherwise unsuitable. The Company does not represent or warrant that AI Output is accurate, lawful, safe, or fit for any purpose. You assume all risks and liability for any reliance on or use of AI Output. AI Output does not constitute legal, financial, medical, or professional advice.
7. User Data and SIaaS Training License
As between you and the Company, you retain ownership of your User Data. By providing User Data to or through the Services, you grant us a limited license during the term of your access to host, store, transfer, display, perform, reproduce, modify for formatting purposes, and distribute User Data solely to provide the Services to you.
You are solely responsible for your User Data and agree that the Company is not and will not in any way be liable for User Data. By providing User Data, you represent and warrant that: (a) your User Data and use thereof will not violate these Terms (including the Acceptable Use Policy) or any applicable law; (b) you have all rights necessary to provide and use your User Data; and (c) your User Data does not infringe, violate, or misappropriate any third-party right, including intellectual property, privacy, or publicity rights.
We will only access or use your User Data as necessary to provide, maintain, secure, and improve the Services, or as required by law or a binding order of a governmental body. We are not obligated to assess User Data to identify information subject to any specific legal requirement.
AI Training Opt-In. For Services that offer an AI training opt-in (such as UltraWork), you may choose to allow us to use your redacted User Data to develop, train, evaluate, and improve our own AI models, including Superintelligence-as-a-Service (“SIaaS”) models and derived datasets. This license is perpetual, irrevocable, royalty-free, and fully paid, but it only applies to User Data for which you have expressly opted in. You may withdraw your opt-in at any time through the applicable Service settings; withdrawal applies only to future User Data and does not affect data already incorporated into an anonymized or redacted dataset.
8. No Warranties; As-Is Disclaimer
THE SERVICES, AI OUTPUT, GPU PRICING DATA, MANAGED INFRASTRUCTURE, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS.
We do not warrant that the Services will be uninterrupted, error-free, virus-free, compatible with your systems, suitable for any business or regulatory purpose, compliant with any specific law, standard, or certification, or that any particular result will be achieved. Any reliance on the Services is at your sole risk.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OWNERS, EMPLOYEES, CONTRACTORS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO THE COMPANY FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
10. Indemnification
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM: (A) YOUR USE OF THE SERVICES; (B) YOUR USER DATA; (C) YOUR VIOLATION OF THESE TERMS OR ANY APPLICABLE LAW; (D) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING INTELLECTUAL PROPERTY OR PRIVACY RIGHTS; OR (E) ANY ACTIVITY OR CONDUCT UNDER YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU.
The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense of any such claim.
11. Dispute Resolution and Binding Arbitration
Agreement to Arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with the Company ("Dispute") shall be resolved exclusively through final and binding arbitration, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims related to intellectual property or unauthorized access to the Services.
Arbitration Procedure. The arbitration shall be conducted in accordance with the then-current commercial arbitration rules of the American Arbitration Association (AAA), seated in Travis County, Texas.
Class Action Waiver. YOU AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST THE COMPANY. If this class-action waiver is found unenforceable, the arbitration agreement shall still apply to the maximum extent permitted by law.
Costs. Each party shall bear its own arbitration costs unless the arbitrator awards costs and fees, including attorneys' fees, to the prevailing party as determined under the applicable arbitration rules.
12. Governing Law and Venue
These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Texas and, where applicable, the federal laws of the United States, without regard to conflict-of-law principles. The United Nations Convention for the International Sale of Goods does not apply to these Terms.
Any court proceedings permitted under Section 11 shall be brought exclusively in the state or federal courts located in Travis County, Texas, and you consent to the personal jurisdiction and venue of those courts.
13. Intellectual Property and Feedback
As between the parties, all Company materials, code, designs, trademarks, trade dress, content, trained AI model weights, derived datasets, and other output of our SIaaS training program remain the Company's intellectual property. You receive only a limited, revocable, non-exclusive, non-transferable license to use the Services during the term of your subscription or engagement, subject to these Terms.
If you provide any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use and exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products or services, without compensation or attribution to you.
For custom consulting or engineering deliverables, ownership and licensing terms shall be as stated in the applicable statement of work. In the absence of such terms, the Company retains ownership of all pre-existing and reusable materials, and you receive a non-exclusive license to use the specific deliverables for your internal business purposes.
14. Third-Party Services and Providers
The Services may rely on or integrate with third-party providers, including but not limited to neocloud GPU hosts, model providers, payment processors, hosting platforms, and open-source software. We are not responsible for the acts, omissions, pricing, availability, security, or content of any third-party provider. Your use of third-party services may be subject to separate terms. We may pass through provider costs, fees, and price changes to you.
15. Termination
We may suspend or terminate your access to the Services at any time, with or without cause or notice, including for violations of these Terms or any applicable law. You may stop using the Services at any time. Upon termination, your right to use the Services ceases immediately. You are responsible for exporting any User Data you wish to retain before termination. All provisions that by their nature should survive termination shall survive, including Sections 6 through 14 and 16 through 21.
16. Changes to Terms
We may modify these Terms at any time by posting a revised version on the website. The revised Terms will be effective immediately upon posting unless stated otherwise. Your continued use of the Services after changes are posted constitutes your acceptance. It is your responsibility to review the Terms periodically.
17. Severability and Waiver
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.
18. Limitation of Time to Bring Claims
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Force Majeure
The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failure of telecommunications, internet, or third-party services.
20. Export Control
You may not use, export, or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. You represent that you are not located in any country subject to a U.S. government embargo or designated as a "terrorist-supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
21. Contact
For questions about these Terms, contact us at hello@vibecodingagency.com.
Last updated: July 7, 2026