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CUSTOMER TERMS & CONDITIONS

Last Modified – [11/20/2025]

These Customer Terms & Conditions (“Customer Terms”) are between the entity or individual using the services (“Customer”) and Klaudium Studio (“Vibe Founding”, “we”, “our”, “us”).

If you are accepting these Terms on behalf of your company or client, you confirm that you have the authority to bind them to these Customer Terms.

1. Scope of Terms

1.1 General

These Terms govern all services provided by Vibe Founding, including:

  • Website development

  • Website redesign

  • Vibe Coding (custom-coded web experiences)

  • AI Agent creation and deployment

  • Maintenance or ongoing support (if included in the service plan)

These Terms apply to the Customer’s initial purchase and any future purchases referencing these Terms.

1.2 Service-Based Relationship

These Terms apply whether services are purchased directly from us or through a partner/referral. Only Vibe Founding may make binding commitments regarding our services.

2. Types of Services

These Terms apply to all services and deliverables produced by Vibe Founding, including but not limited to websites, web components, custom-coded elements, AI agents, automations, workflows, and digital assets.

Specific service details will be defined in the Customer’s order, invoice, or proposal (“Order”).

3. Account Registration (If Required)

If Vibe Founding provides access to dashboards, portals, or AI interfaces, Customers must provide accurate information and maintain confidentiality of their login credentials.

Customer is responsible for all activity under their account.

4. Orders

4.1 Direct Orders

The Order specifies:

  • Project details

  • Scope of work

  • Payment terms

  • Delivery timelines

  • Maintenance or support inclusions (if any)

4.2 Partner/Reseller Orders

If Customer purchases via a partner/reseller, only the terms issued by Vibe Founding apply. Resellers cannot legally bind Vibe Founding to additional obligations.

5. Authorized Users

Authorized Users may include Customer’s employees, contractors, team members, or representatives.
Customer is responsible for anyone who accesses deliverables on their behalf.

6. Service-Related Terms

6.1 License & Ownership Rights

  • Before full payment: all work remains Vibe Founding’s intellectual property.

  • After full payment: Customer receives full rights to use, modify, publish, or manage the delivered website, assets, or AI agents.

However:
We may retain internal frameworks, base code, proprietary workflows, and reusable components.

6.2 Restrictions

Customer may NOT:

  • Resell our internal proprietary systems or base frameworks

  • Claim authorship of our proprietary coding methods

  • Use our work for illegal or harmful purposes

  • Reverse-engineer internal AI workflows unless rights are explicitly provided

6.3 Deliverables

Deliverables include any work listed in the Order (e.g., website, AI agent, workflow automation).
Each service is delivered digitally.

6.4 Customer Data

Customer owns all data they provide.
Customer must ensure that all data:

  • Is legal

  • Does not violate rights of others

  • Is compliant with applicable laws in their region

Vibe Founding does not assume liability for data provided by Customer.

6.5 AI Agent Services

Customer acknowledges that:

  • AI outputs may be incorrect, incomplete, unpredictable, or inconsistent.

  • Customer must verify important outputs independently.

6.6 Security

Both parties agree to maintain commercially reasonable security practices for data exchange and system access.

6.7 Updates & Changes

If ongoing maintenance or updates are included in the Customer’s plan, they will be defined in the Order.
Otherwise, updates are billed separately.

7. Financial Terms

7.1 Delivery

Work begins only after payment as defined in the Order.
All deliveries are digital.

7.2 Payments

Payments must be made according to the invoice.
Late or missed payments may delay delivery or suspend service.

7.3 No Refunds

All sales are final.
Because all work is custom-built, no refunds are offered after work has started.

7.4 Taxes

Customer is responsible for any applicable taxes or fees.

8. Ownership & Feedback

8.1 Vibe Founding IP

We retain intellectual property rights to:

  • Internal code frameworks

  • Proprietary systems

  • Workflows

  • AI model prompts and engineering

  • Automations & backend structures

Customer receives rights to the final delivered product only after payment.

8.2 Feedback

Any feedback or suggestions provided may be used freely by Vibe Founding without restriction.

9. Confidentiality

Both parties agree to keep confidential information private and use it only for purposes of the service.
Confidential info includes:

  • Project details

  • Pricing

  • Strategies

  • Technical methods

  • Non-public information

Exceptions apply where information is:

  • Public

  • Independently developed

  • Required by law

  • Authorized for disclosure

10. Term & Termination

10.1 Term

These Terms remain valid while service is active.

10.2 Termination

Either party may terminate if the other party:

  • Materially breaches the agreement and doesn’t fix it within 30 days

  • Becomes insolvent or unable to operate

Upon termination:

  • Customer must stop using any unpaid deliverables

  • Paid deliverables remain with Customer

  • Proprietary internal code or frameworks must not be used beyond what was delivered

11. Warranty & Disclaimer

11.1 Mutual Warranty

Both parties confirm they have legal authority to enter this agreement.

11.2 Disclaimer

ALL SERVICES ARE PROVIDED “AS IS.”
Klaudium Studio DOES NOT GUARANTEE:

  • AI outputs will be accurate

  • Websites will be error-free after delivery

  • Third-party tools (hosting, APIs, integrations) will always function reliably

  • Any specific business outcome, revenue, or performance impact

Customer must verify AI agent outputs before relying on them.

12. Indemnification

12.1 By Vibe Founding

We will defend Customer against claims that our original deliverables infringe on third-party intellectual property.

12.2 By Customer

Customer will defend Vibe Founding from claims arising from:

  • Customer’s misuse of deliverables

  • Illegal use of websites or AI agents

  • Use of customer-provided data

  • Modifications made after delivery

13. Limitation of Liability

To the fullest extent allowed by law:

  • Klaudium Studio IS NOT LIABLE FOR LOSS OF DATA, REVENUE, OR BUSINESS.

  • TOTAL LIABILITY IS LIMITED TO THE AMOUNT PAID BY CUSTOMER IN THE LAST 12 MONTHS, OR $5,000, WHICHEVER IS HIGHER.

14. Miscellaneous

Relationship of Parties

The relationship is that of independent contractors, not partners or employees.

Entire Agreement

These Terms + the Order = the full agreement.

Assignment

Customer may not transfer or assign rights without written approval.

Force Majeure

We are not liable for delays caused by events outside our control.

Severability

If any part is invalid, the rest remains enforceable.

Waiver

Failure to enforce a term does not waive future enforcement.

Governing Law

These Terms are governed by laws applicable to remote service providers.

DONE ✔