1. Preamble and Acceptance
These VibeHost Terms of Service (these “Terms”) are a binding agreement between GNTC Inc., a company incorporated under the laws of the State of Delaware (“GNTC,” “Company,” “we,” or “us”), and the legal entity or natural person that creates a Workspace or subscribes to the Services through our online sign-up flow (“Client” or “you”). These Terms govern access to and use of the VibeHost hosting and deployment platform and related services (collectively, the “Services”).
By clicking “I Agree,” creating a Workspace, deploying an App, submitting payment information, or otherwise accessing or using the Services, Client represents and warrants that: (a) Client has read, understood, and agreed to be bound by these Terms, the User Terms of Service (the “User Terms”), and the Privacy Policy (collectively with these Terms and the User Terms, the “Agreement”); (b) the person accepting these Terms is authorized to bind Client; and (c) Client meets the eligibility requirements in Section 4.
If Client does not agree to these Terms, Client must not access or use the Services.
These Terms apply to self-serve online subscriptions, including the Free plan and the Business plan. Clients requiring a negotiated master services agreement, custom service levels, dedicated infrastructure, single sign-on, or a data processing agreement may contact us at contact@vibehost.com regarding our Enterprise plan.
2. Definitions
Capitalized terms have the meanings set forth below or as defined in context.
“User Terms” means the VibeHost User Terms of Service, which govern the individual end-user relationship between GNTC and each Authorized User, and which include end-user-facing acceptable-use rules, as updated from time to time and incorporated into these Terms by reference.
“Administrator” means an Authorized User with administrative privileges over a Workspace, including the authority to add or remove other Authorized Users, configure billing, manage Apps, manage Channels and Visibility, configure Custom Domains, issue Grants, and accept these Terms on Client’s behalf.
“Authorized User” means an individual who is granted access to a Workspace by Client (including its employees, contractors, agents, or affiliates) by accepting a Workspace invitation or who is granted access to a specific App by a Workspace member through a Grant.
“App” means a project within a Workspace to which Deployments are uploaded and served at a VibeHost-issued URL or a Custom Domain.
“Billing Period” means the recurring period (monthly, or annual where offered) during which subscription fees are allocated, starting on the subscription start date and renewing on each anniversary of that date.
“Channel” means a named promotion track within an App (such as “production,” “preview,” or any user-defined name) that may be promoted to or rolled back from, as further described in the Documentation.
“Client Content” means any files, source code, configuration, metadata, prompts, and other materials uploaded to, generated by, or processed by the Services on behalf of Client or its Authorized Users, including all Deployments and content served at App URLs and Custom Domains.
“Confidential Information” means the meaning set forth in Section 15.
“Custom Domain” means a domain name owned or controlled by Client that Client configures to point to an App on the Services.
“Deployment” means a versioned upload of files served as an App at a VibeHost-issued URL or a Custom Domain, including the upload archive, served assets, and associated metadata.
“Documentation” means any technical or operational guides, user manuals, CLI references, API references, the llms.txt file, or specifications made available by GNTC for the Services at vibehost.com or otherwise.
“Feedback” means any suggestions, ideas, enhancement requests, or recommendations provided by Client or its Authorized Users to GNTC regarding the Services.
“Grant” means a per-App access permission issued by a Workspace member to a third party (whether by email-based invite, share link, or password gate) that allows the third party to view an App without becoming a Workspace member.
“Plan” means the subscription tier selected by Client on the Pricing Page (currently Free, Business, or Enterprise), which determines the features, quotas, and fees applicable to Client’s Workspace.
“Pricing Page” means the page at https://vibehost.com/pricing/, which sets forth the then-current fees, included quotas, and other commercial details for the Services. The Pricing Page is incorporated into these Terms by reference.
“Sub-processors” means third-party entities engaged by GNTC to process Client Content in connection with providing the Services, as further described in the Privacy Policy.
“Visibility” means the access setting assigned to an App or Channel that determines who may view it (currently “private,” “workspace,” or “public,” as further described in the Documentation).
“Workspace” means the organization tenant within the Services created by Client, with which Apps, Authorized Users, billing configuration, and Plan entitlements are associated.
3. The Services
3.1 Description
VibeHost is a deployment and hosting platform designed to accept built artifacts from coding tools and AI coding agents and serve them as Apps at private-by-default URLs. The Services may include, without limitation: (a) command-line, API, MCP-server, and browser-extension interfaces for uploading Deployments; (b) hosting and content delivery of Deployments at VibeHost-issued URLs and Custom Domains; and (c) team management features including Workspaces, member roles, Grants, share links, password gates, Channels, Visibility settings, and audit logs.
GNTC will (a) make the Services available to Authorized Users pursuant to the Agreement, (b) provide applicable support for the Services in accordance with Section 3.3, (c) use commercially reasonable efforts to make the Services available except for: (i) planned downtime (of which GNTC shall give advance notice via email or in-platform notification), and (ii) any unavailability caused by circumstances beyond GNTC’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, internet service provider failure or delay, or denial-of-service attack, and (d) provide the Services in accordance with laws and government regulations applicable to GNTC’s provision of the Services to its customers generally (i.e., without regard for Client’s particular use of the Services), and subject to Client’s and Authorized Users’ use of the Services in accordance with this Agreement.
3.2 Updates and Modifications
GNTC may update, modify, or replace components of the Services at any time. For material changes that would adversely affect Client’s use of the Services in a meaningful way, GNTC will provide at least thirty (30) days’ advance notice via email or in-platform notification.
3.3 Support
Standard self-serve support is provided via Documentation, community channels, and in-product help. The Free plan is provided without any service-level commitment. Any service-level agreement (SLA) applicable to a paid Plan will be expressly stated for that Plan on the Pricing Page or in an executed addendum; in the absence of such a statement, no SLA applies.
4. Account, Workspace, and Authorized Users
4.1 Workspace Creation
To use the Services, Client must create a Workspace and register an account with accurate, current, and complete information. Client is solely responsible for maintaining the confidentiality of account credentials (including API tokens, CLI credentials, MCP authentication tokens, and OAuth grants) and for all activities that occur under its Workspace. Client shall promptly notify GNTC of any unauthorized access or suspected security breach.
4.2 Workspace Administrator
Each Workspace must have at least one Administrator. The Administrator is the point of contact for billing, member management, Plan selection, policy configuration, and Custom Domain configuration. By designating an Administrator, Client represents that such individual has the authority to act on Client’s behalf in connection with the Services. An Administrator’s actions — including adding or removing Authorized Users, issuing Grants, changing Visibility settings, configuring Custom Domains, selecting or upgrading a Plan, and submitting payment information — bind Client.
4.3 Eligibility
Client represents and warrants that: (a) it is a legal entity duly organized under applicable law, or a natural person with the legal capacity to enter into binding contracts; (b) it is not barred from receiving the Services under applicable law; and (c) all Authorized Users it invites are bona fide employees, contractors, agents, or affiliates acting on its behalf, are at least eighteen (18) years of age (or the age of majority in their jurisdiction, whichever is higher), and have legal capacity under applicable law.
4.4 Client and Authorized User Obligations
Each Authorized User, by accessing or using the Services, agrees to be bound by the User Terms with respect to their use of the Services. Client is responsible for: (a) ensuring its Authorized Users comply with these Terms and the User Terms; (b) the acts and omissions of its Authorized Users as if they were Client’s own; (c) allocating or restricting permissions, Grants, and Visibility settings within the Workspace as appropriate; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services and Workspace, and notifying GNTC promptly of any such unauthorized access or use; and (e) using the Services and Workspace only in accordance with this Agreement and applicable laws and government regulations.
As between GNTC and Client, Client (and not the individual Authorized User) is the counterparty for all commercial, payment, liability, and indemnification obligations under these Terms, except that each Authorized User remains personally responsible for compliance with the User Terms and Section 5 (Use of the Services). Any violation of the foregoing constitutes grounds for immediate suspension or termination under Section 13.
4.5 Members, Grants, and Share Links
Workspace membership is configured by an Administrator. Plan entitlements (including the maximum number of members) are set forth on the Pricing Page. In addition to Workspace members, an Authorized User may issue Grants and share links that allow third parties to view specific Apps without becoming Workspace members. Client is responsible for the use of Grants and share links it issues, including any inadvertent disclosure of Client Content resulting from such issuance.
5. Use of the Services
5.1 License Grant
Subject to Client’s compliance with the Agreement and timely payment of fees, GNTC grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable subscription term, to access and use the Services solely for Client’s internal business purposes and in accordance with the Documentation.
5.2 Use Restrictions
Client and its Authorized Users shall not, and shall not permit any third party to, directly or indirectly:
- (a) use the Services in violation of any applicable law, regulation, or third-party right, including data protection laws, export-control laws, sanctions, and intellectual property rights;
- (b) upload, deploy, host, transmit, or link to material that is unlawful, defamatory, fraudulent, harassing, infringing, or otherwise tortious, or that contains malware, spyware, ransomware, viruses, exploits, or other harmful code;
- (c) use the Services to host or distribute child sexual abuse material, content sexualizing minors, or any content prohibited under applicable child-protection laws;
- (d) use the Services for phishing, credential harvesting, impersonation of any person or entity, deceptive websites, fraud, unsolicited bulk communications, or other abusive activities;
- (e) use the Services to mine cryptocurrency, run distributed computation for unrelated purposes, or operate proxy or relay services not authorized by the Documentation;
- (f) circumvent, disable, or attempt to bypass any technical or contractual limitation of the Services, including quotas, access controls, password gates, share-link restrictions, Visibility settings, or rate limits;
- (g) deploy Client Content to Workspaces, Apps, or Custom Domains for which Client lacks the necessary rights, including intellectual property rights, domain-name rights, and trademark rights;
- (h) introduce excessive load, denial-of-service traffic, or abusive automation that degrades the performance, security, or availability of the Services or any connected third-party systems;
- (i) attempt to disassemble, reverse engineer, decompile, interpret, decode, or otherwise obtain the source code or underlying algorithms of the Services;
- (j) modify, rewrite, enhance, translate, or produce derivative works based on the Services;
- (k) sublicense, sell, resell, transfer, assign, or otherwise dispose of the Services or any rights therein to any third party, or use the Services to operate a hosting, content-delivery, or developer-platform service that competes with VibeHost;
- (l) use the Services to develop or train a competing product or service, including by scraping or systematically collecting data from the Services using manual or automated means;
- (m) remove or obscure any proprietary notices or labels.
Additional prohibited activities are set forth in the User Terms. Any violation of the foregoing or the User Terms constitutes grounds for immediate suspension or termination under Section 13.
5.3 Client Responsibilities
5.3.1 Client Content. Client is solely responsible for all Client Content, including its lawfulness, accuracy, and conformity with all applicable contracts, licenses, and regulations. Client represents that it has all necessary rights, licenses, and consents to upload Client Content to the Services, to serve it at the configured Visibility settings, and to authorize GNTC to process it as contemplated by these Terms.
5.3.2 Third-Party Coding Tools and AI Agents. Client may use third-party coding tools, AI coding agents, code editors, build systems, and similar tools (collectively, “Tools”) to produce Client Content uploaded to the Services. GNTC does not operate or control such Tools, and Client is solely responsible for: (a) selecting Tools appropriate to its business and compliance needs; (b) evaluating Tool behavior, privacy implications, licensing terms (including any restrictions imposed by foundational AI model providers), and risk exposure; and (c) reviewing and validating all outputs of such Tools before uploading them as Client Content. GNTC makes no representations or warranties regarding any Tool or its outputs.
5.3.3 Configuration and Visibility. Client is solely responsible for properly configuring Visibility, Grants, share links, password gates, Channels, Custom Domains, and any other access or sharing controls within the Services, and for ensuring such configurations comply with Client’s internal governance, data-protection, and contractual requirements.
5.4 GNTC’s Role as a Hosting Service
GNTC operates VibeHost as a hosting and content-delivery service. GNTC does not pre-screen, monitor, edit, or curate Client Content. GNTC has no editorial control over Client Content and does not endorse any opinion, recommendation, or representation expressed therein. GNTC’s role with respect to Client Content is technical: storing, transmitting, and serving Client Content as configured by Client through the Services.
GNTC may, but is not obligated to, review Client Content for compliance with these Terms or applicable law. GNTC may remove or disable access to Client Content that GNTC reasonably determines violates these Terms, the User Terms, or applicable law, or that poses a security, legal, or abuse risk to GNTC, other customers, or third parties. GNTC’s exercise or non-exercise of these rights does not make GNTC a publisher of, or impart liability for, Client Content.
As between GNTC and Client, Client is solely responsible for, and bears all risk arising from, Client Content — including any claim that Client Content is unlawful, defamatory, infringing, obscene, fraudulent, or otherwise objectionable to a third party. Client’s indemnification obligations under Section 17.2 apply to all such claims.
6. Third-Party Services and Infrastructure
The Services rely on third-party technologies and platforms. GNTC engages Sub-processors and infrastructure providers in categories such as cloud infrastructure and edge content delivery (for example, Cloudflare and Google Cloud Platform), user authentication (for example, Google OAuth), payment processing (for example, Stripe), transactional email delivery (for example, Resend), error reporting and observability (for example, Sentry), and product and web analytics (for example, PostHog and Google Analytics). Additional examples and category descriptions are set forth in the Privacy Policy.
The Services may also be accessed or invoked by Tools operated by third parties. GNTC is not affiliated with or endorsed by any such Tool provider. GNTC does not control the training, accuracy, or behavior of any third-party AI model, and disclaims all liability arising from any Tool’s performance or outputs.
To the extent any functionality of the Services depends on third-party platforms, Tools, or Sub-processors, GNTC makes no warranties and shall not be liable for failures, disruptions, or inconsistencies resulting from such external dependencies.
Client is solely responsible for ensuring appropriate permissions, API keys, tokens, scopes, and compliance measures when authorizing the Services to access or integrate with its third-party environments, including any Custom Domain provider, source-control platform, or Tool.
7. Proprietary Rights and License
7.1 GNTC Ownership
As between the parties, GNTC retains all right, title, and interest — including all intellectual property rights — in and to the Services, the VibeHost platform, all software, algorithms, systems architecture, UI/UX design, Documentation, and any improvements, modifications, or derivative works thereof. No rights are granted or licensed to Client or any Authorized User except as expressly set forth herein.
7.2 Client Content Ownership and License
Client retains all right, title, and interest in and to Client Content. Client grants GNTC a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, modify (solely as necessary for format conversion, optimization, or technical delivery), and otherwise process Client Content during the applicable subscription term, and on a non-revocable, de-identified or aggregated basis after the subscription term, for the following purposes: (a) to provide, maintain, support, and improve the Services, including serving Client Content to viewers Client has authorized through Visibility settings, Grants, or share links; (b) to measure, analyze, and diagnose use of the Services, including through analytics and observability Sub-processors; (c) to develop and improve GNTC’s features, including security, abuse-detection, and quality-of-service systems; and (d) to prevent, detect, investigate, and respond to security incidents, fraud, and abuse.
GNTC will not use Client Content to train, fine-tune, or evaluate any artificial-intelligence or machine-learning model, whether operated by GNTC or by any third party, and will not share Client Content with any third-party foundational AI model provider for that provider’s own model training or improvement. GNTC does not sell Client Content and does not use Client Content for advertising or third-party marketing. Where reasonably practicable, GNTC uses de-identified or aggregated data for the improvement purposes described in clauses (b) and (c).
7.3 Feedback License
Client grants GNTC a perpetual, irrevocable, worldwide, royalty-free license to use any Feedback to improve and develop the Services, provided that GNTC shall not identify Client as the source of such Feedback without Client’s prior written consent.
7.4 Publicity
Subject to Client’s reasonable trademark guidelines (if any are provided in writing), GNTC may identify Client by name and logo as a customer of the Services in customer lists, case studies, and marketing materials. Client may opt out of such use at any time by written notice to contact@vibehost.com.
8. Data Handling and Privacy
8.1 Privacy Policy
GNTC’s collection and processing of personal data in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference. Where Client Content includes personal data of third parties, Client is responsible for providing appropriate notices to, and obtaining appropriate consents from, those individuals.
8.2 Sub-processors
GNTC engages Sub-processors as described in the Privacy Policy and may engage additional Sub-processors from time to time. Sub-processor categories include, without limitation: (i) cloud infrastructure providers, (ii) payment processors, (iii) transactional email providers, (iv) authentication providers, (v) error-reporting and observability providers, (vi) product- and web-analytics providers, and (vii) customer-support platforms.
8.3 Data Retention and Deletion
GNTC retains Client Content for the duration of Client’s subscription and as needed to provide the Services. Following expiration or termination, GNTC will, within thirty (30) days of the effective date of termination, delete Client Content from production systems, except that (a) Deployments may be retained in encrypted backups for as long as necessary to support rollback, and (b) operational logs (including access logs and request logs) may be retained for as long as necessary for security, abuse-prevention, and billing purposes.
8.4 Security
GNTC shall implement and maintain commercially reasonable technical and organizational security measures designed to protect Client Content against unauthorized access, disclosure, alteration, or destruction, including encryption in transit (TLS 1.2 or higher) and encryption at rest for stored Deployments and account data.
8.5 Security Breach Notification
In the event of a confirmed security breach affecting Client Content, GNTC shall: (a) notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of such breach; (b) provide reasonable details regarding the nature and scope of the breach; and (c) take reasonable remedial action.
8.6 Data Processing Agreement
Self-serve subscriptions to the Free and Business plans are governed by these Terms and the Privacy Policy. Clients who require an executed data processing agreement for data protection compliance purposes may request one in connection with an Enterprise plan by contacting contact@vibehost.com.
9. Copyright Complaints and Notice-and-Takedown
GNTC respects intellectual property rights and responds to credible notices of alleged copyright infringement in accordance with applicable law.
If you believe any Client Content hosted on the Services infringes your copyright, you may submit a notice to contact@vibehost.com identifying:
- (a) the copyrighted work you claim has been infringed;
- (b) the material on the Services you claim is infringing, with sufficient detail (e.g., URL) to permit us to locate it;
- (c) your contact information; and
- (d) a good-faith statement that the use is not authorized, and a statement, under penalty of perjury (or its equivalent under applicable law), that your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Upon receipt of a substantially compliant notice, GNTC will remove or disable access to the identified material and notify the affected Workspace, which may submit a counter-notice in accordance with applicable law. GNTC terminates the accounts of repeat infringers in appropriate circumstances.
Submitting a knowingly false notice or counter-notice may result in liability for damages under applicable law.
10. Content Visibility and Third-Party Viewers
10.1 Default Visibility
Apps and Channels are private by default. An Administrator (or an Authorized User with appropriate permissions) may change Visibility to “workspace,” “public,” or other settings described in the Documentation. Client is solely responsible for the Visibility settings it configures and for any consequences (including disclosure of Client Content) resulting from those settings.
10.2 Workspace-Visibility Viewers
When an App is set to workspace Visibility, viewing requires authentication as a member of the Workspace. Such viewers are Authorized Users for purposes of these Terms and the User Terms.
10.3 Grant and Share-Link Viewers
A Workspace member may issue Grants and share links (which may include password gates) to permit third parties to view specific Apps. Recipients of share links who are not Workspace members are not Authorized Users; however, their use of the Services as viewers is governed by these Terms, the User Terms, and any visitor terms posted at the relevant URL. Client is responsible for any sharing it initiates, including any breach of confidentiality, intellectual property, or privacy obligations Client owes to third parties.
10.4 Public Visibility
When an App is set to public Visibility, Client Content is accessible to anyone with the URL, without authentication. Client is solely responsible for ensuring that public Visibility is appropriate for the relevant Client Content and complies with all applicable contracts, licenses, and laws.
11. Custom Domains
Client may configure Custom Domains for its Apps in accordance with the Documentation. Client represents and warrants that it owns or controls each Custom Domain it configures and that such configuration does not infringe the trademark, service-mark, or other rights of any third party. Client is solely responsible for:
- (a) registering and renewing each Custom Domain with a third-party registrar;
- (b) configuring DNS records as required by the Documentation;
- (c) authorizing GNTC and its Sub-processors to issue and renew TLS certificates (which GNTC obtains on Client’s behalf through automated certificate authorities such as Let’s Encrypt or Cloudflare) for each Custom Domain; and
- (d) any consequences of Custom Domain misconfiguration, registrar lapse, or third-party challenges.
GNTC may refuse to serve, or may discontinue serving, a Custom Domain that violates these Terms, applicable law, or that has been the subject of a credible third-party rights claim.
12. Fees, Payment, and Plans
12.1 Fees
Client shall pay GNTC the fees set forth on the Pricing Page for its selected Plan. All fees are stated and payable in U.S. Dollars (USD) unless otherwise specified on the Pricing Page or at the point of purchase. Plan fees are charged in advance for each Billing Period.
12.2 Free Plan
GNTC offers a Free plan subject to the quotas, features, and conditions described on the Pricing Page. GNTC may modify or discontinue the Free plan, in whole or in part, at any time upon at least thirty (30) days’ notice to active users on that Plan.
12.3 “Unlimited” Features and Fair Use
Where a Plan describes a feature as “unlimited” (such as unlimited Apps, unlimited Deployments, or unlimited members), such usage remains subject to: (a) the technical limits described in the Documentation (including, without limitation, maximum upload archive size, maximum number of files per archive, and maximum individual file size); and (b) reasonable anti-abuse measures GNTC may apply to protect the Services. GNTC may contact, rate-limit, or suspend Workspaces whose usage patterns materially disrupt the Services or are inconsistent with the apparent purpose of the relevant Plan.
12.4 Quota Enforcement and Overages
When Client’s usage of the Services exceeds the storage or bandwidth quotas allocated to its Plan, GNTC may: (a) prevent new Deployments until prior Deployments are removed or the Workspace is upgraded; (b) throttle, suspend, or disable serving of Apps that materially exceed plan limits; and (c) after written notice and a reasonable opportunity to cure, suspend the Workspace. GNTC will not delete existing Client Content solely on the basis of quota overage without prior notice. Usage-based overage billing, where introduced, will be made available through the Pricing Page and applied prospectively in accordance with Section 12.7.
12.5 Payment Method and Auto-Charge
By providing a payment method, Client authorizes GNTC (and GNTC’s payment processors) to charge the payment method for: (a) Plan fees at the start of each Billing Period; (b) any usage-based or overage charges introduced in accordance with Section 12.7; and (c) any applicable Taxes and other amounts owed. Client represents that it is authorized to use the payment method provided. Subscriptions automatically renew at the end of each Billing Period at the then-current price unless cancelled in accordance with Section 13.2. Where Client has selected an annual Billing Period, GNTC will email a renewal reminder to the Administrator at least seven (7) days before the renewal date.
12.6 Taxes
All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Client is solely responsible for paying all Taxes associated with its purchases, excluding taxes based on GNTC’s net income. If GNTC is required to collect and remit Taxes, GNTC will separately itemize such Taxes on the applicable receipt or invoice.
12.7 Fee Changes
GNTC may change the Pricing Page (including Plan fees, included quotas, and overage rates) by posting updated pricing. Changes to recurring Plan fees will take effect at the start of Client’s next Billing Period following at least thirty (30) days’ prior notice via email or in-platform notification. Changes to overage rates (when introduced) apply prospectively to usage occurring after the effective date of the change. If Client does not agree to a Plan fee increase, Client may terminate the affected subscription in accordance with Section 13.2.
12.8 Failed Payment; Suspension for Non-Payment
If a charge for a payment method is declined or reversed, GNTC will notify the Administrator and may retry the charge. If payment is not received within fifteen (15) days after the original charge date, GNTC may: (a) suspend access to paid features of the Services until all amounts owed are paid; and (b) charge interest on overdue balances at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).
12.9 Refunds
Except as expressly set forth in these Terms or as required by applicable law, fees paid are non-refundable. Termination by Client under Section 13.2, or termination by GNTC for cause under Section 13.3(a), 13.3(b), or 13.3(c), does not entitle Client to any refund of prepaid fees. If GNTC discontinues the Services pursuant to Section 13.3(d), GNTC will refund the prorated portion of prepaid Plan fees attributable to the unused remainder of the then-current Billing Period.
12.10 Billing Disputes
Client must notify GNTC in writing of any good-faith dispute regarding a charge within thirty (30) days of the charge date. The parties will negotiate in good faith to resolve the dispute within thirty (30) days of notice. Undisputed amounts remain due on their original due date.
13. Term and Termination
13.1 Term
These Terms commence on the date Client first accepts them (the “Effective Date”) and continue until terminated in accordance with this Section 13. The initial subscription term is the Billing Period selected by the Administrator at sign-up. Subscriptions automatically renew for successive Billing Periods unless cancelled in accordance with Section 13.2.
13.2 Cancellation by Client
Client may cancel its subscription at any time from within the Workspace settings. Cancellation takes effect at the end of the then-current Billing Period. Client will continue to have access to paid features through the end of the then-current Billing Period. Except as expressly stated in these Terms or as required by applicable law, fees which have already been paid are non-refundable.
13.3 Suspension and Termination by GNTC
GNTC may suspend or terminate access to the Services immediately, with or without prior notice (any required notice may be given concurrently with or after the action), if: (a) Client or any Authorized User materially breaches these Terms or the User Terms and fails to cure such breach within thirty (30) days of notice (or immediately without any notice period, where the breach is not reasonably curable or poses an imminent security, legal, or abuse risk); (b) payment is overdue as set forth in Section 12.8; (c) use of the Services creates a regulatory, legal, or security risk for GNTC, other customers, or third parties; or (d) GNTC elects to discontinue the Services or to discontinue a Plan applicable to Client (with at least ninety (90) days’ advance notice, in which case GNTC will pro-rate and refund unused prepaid Plan fees in accordance with Section 12.9).
13.4 Effect of Termination
Upon expiration or termination: (a) all licenses granted to Client
terminate; (b) Client shall cease, and shall cause all Authorized Users to
cease, accessing the Services; (c) GNTC will provide Client with access to
export Client Content (including via the
vibehost pull CLI command or its successor) for a
period of thirty (30) days following the effective date of termination,
after which GNTC may permanently delete Client Content, subject to Section
8.3; and (d) any outstanding obligations of Client (including payment for
fees accrued through the effective date of termination) survive.
13.5 Survival
The following provisions survive termination: Section 2 (Definitions), Section 5.2 (Use Restrictions), Section 5.4 (GNTC’s Role as a Hosting Service), Section 7 (Proprietary Rights), Section 8 (Data Handling, with respect to retention and deletion obligations and breach notification), Section 9 (Copyright Complaints and Notice-and-Takedown), Section 12 (Fees, with respect to amounts accrued), Section 15 (Confidentiality), Section 16 (Limitation of Liability), Section 17 (Indemnification), and Section 19 (General Provisions).
14. Representations and Warranties
14.1 Mutual
Each party represents and warrants that: (a) it has the legal power to enter into and perform its obligations under these Terms; (b) execution and performance do not violate any applicable law or third-party agreement; and (c) it will comply with all applicable laws and regulations.
14.2 GNTC
GNTC represents and warrants that: (a) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) to GNTC’s knowledge, the Services (excluding Client Content, third-party Tools, third-party foundational models, and any Client-modified components) do not, as of the Effective Date, infringe any third-party intellectual property right.
14.3 Client
Client represents and warrants that: (a) it has all necessary rights, licenses, and consents to upload Client Content to the Services and to authorize GNTC to process Client Content as contemplated herein; (b) Client Content does not violate any applicable law or the intellectual property, privacy, or other rights of any third party; and (c) it owns or controls each Custom Domain it configures for use with the Services.
14.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GNTC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GNTC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS, OR THAT CLIENT CONTENT WILL BE PRESERVED WITHOUT LOSS. CLIENT IS RESPONSIBLE FOR MAINTAINING ITS OWN BACKUPS OF CLIENT CONTENT.
15. Confidentiality
15.1 Definition
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is: (a) marked as confidential; or (b) reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, pricing, product roadmaps, technical architecture, Client Content, and these Terms.
15.2 Obligations
The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent, except to its employees, contractors, advisors, and agents who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform or receive the Services.
15.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
15.4 Required Disclosure
If the Receiving Party is required by law or any regulatory authority to disclose Confidential Information, it shall give the Disclosing Party prompt notice (to the extent legally permissible) and disclose only that portion legally required.
15.5 Duration
Confidentiality obligations survive for three (3) years following termination, except that obligations with respect to trade secrets continue for as long as such information constitutes a trade secret under applicable law.
16. Limitation of Liability
16.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, SAVINGS, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Aggregate Cap
EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO GNTC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (USD 100), REGARDLESS OF THE FORM OR THEORY OF LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
16.3 Exceptions
The limitations in Sections 16.1 and 16.2 do not apply to: (a) either party’s breach of its confidentiality obligations under Section 15; (b) damages arising from fraud, gross negligence, or willful misconduct; (c) Client’s payment obligations; (d) Client’s indemnification obligations under Section 17; (e) Client’s breach of Section 5 (Use of the Services); or (f) any liability that cannot be limited by applicable law.
16.4 Third-Party Tools
In no event shall GNTC be liable for the acts or omissions of third-party Tool providers (including third-party AI model providers), or for failures, inaccuracies, or unexpected behaviors in Tool outputs uploaded as Client Content.
17. Mutual Indemnification
17.1 By GNTC
GNTC shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from third-party claims and the resulting damages, costs, and reasonable attorneys’ fees (“Losses”) arising from: (a) GNTC’s material breach of these Terms; or (b) direct infringement by the Services (excluding Client Content, third-party Tools, third-party foundational models, Sub-processor services, and any Client-modified components) of a third-party intellectual property right. GNTC’s obligations are subject to: (i) prompt written notice; (ii) GNTC’s sole control of defense and settlement (no settlement imposing obligations on Client without its consent); and (iii) Client’s reasonable cooperation.
17.2 By Client
Client shall defend, indemnify, and hold harmless GNTC and its officers, directors, employees, and agents from Losses arising from: (a) Client’s or its Authorized Users’ material breach of these Terms or the User Terms; (b) Client Content (including Tool outputs uploaded by or on behalf of Client) infringing any third-party intellectual property, privacy, publicity, or data-protection right; (c) Client’s violation of applicable law; (d) Client’s misconfiguration of Visibility, Grants, share links, or Custom Domains; or (e) unauthorized use of the Services by Client or its Authorized Users.
17.3 IP Infringement Remedies
If the Services become, or in GNTC’s reasonable opinion are likely to become, the subject of an infringement claim, GNTC may, at its sole option and expense: (a) procure the right for Client to continue use; (b) modify the Services to be non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund Client any prepaid unused fees.
17.4 Exclusions
GNTC has no indemnification obligation under Section 17.1 to the extent a claim arises from: (a) Client’s modification of the Services; (b) use of the Services in combination with third-party products, data, Tools, or services not approved by GNTC; (c) Client’s failure to use updated versions of the Services made available by GNTC; or (d) Client Content.
18. Force Majeure
Neither party shall be liable for any delay or failure in performance (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, governmental actions, war or civil disturbance, labor disputes, or internet, cloud-infrastructure, or upstream-provider failures not attributable to the affected party. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate and resume performance. If the event continues for more than thirty (30) consecutive days, either party may terminate upon written notice. If either party terminates under this Section 18, GNTC will refund the prorated portion of prepaid Plan fees attributable to the unused remainder of the then-current Billing Period.
19. General Provisions
19.1 Governing Law
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of Taiwan (Republic of China), without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Jurisdiction
The parties submit to the exclusive jurisdiction of the Taipei District Court (臺灣臺北地方法院) as the court of first instance for any dispute arising out of or relating to these Terms. The parties shall first attempt in good faith to resolve any dispute through negotiation between their authorized representatives within thirty (30) days before commencing litigation.
19.3 Modifications to Terms
GNTC may update these Terms from time to time. For material changes, GNTC will provide Client with at least thirty (30) days’ advance notice via email or in-platform notification. Client’s continued use of the Services following the effective date of any modification constitutes acceptance of the modified Terms. If Client does not agree to any material modification, Client may cancel its subscription in accordance with Section 13.2 before the effective date.
19.4 Notices
All notices to GNTC must be in writing and sent to contact@vibehost.com. Notices to Client may be sent to the email address associated with the Workspace or posted in the Services. Notices are effective upon receipt.
19.5 Entire Agreement
These Terms, together with the User Terms, the Privacy Policy, the Pricing Page, and any addenda referenced herein, constitute the entire agreement between the parties with respect to the Services and supersede all prior and contemporaneous negotiations, understandings, and agreements.
19.6 Severability; No Waiver; Relationship
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remainder shall remain in full force. No failure to enforce constitutes a waiver. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.
19.7 Assignment
Client may not assign its rights or obligations under these Terms without GNTC’s prior written consent. GNTC may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this section is null and void.
19.8 Third-Party Beneficiaries; Export
Except as expressly provided, these Terms are for the sole and exclusive benefit of the parties and their permitted successors and assigns. Each party shall comply with all applicable export-control laws and regulations.
19.9 Electronic Acceptance
Client agrees that clicking “I Agree,” creating a Workspace, deploying an App, or submitting payment constitutes an electronic signature, and Client agrees to be bound by these Terms. If Client does not agree to these Terms, Client must not access or use the Services.