Terms and Conditions

Effective Date: January 1, 2025 Last Updated: July 25, 2025

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Miller Made Media, LLC d/b/a/ Vybe Media ("Company," "we," "us," or "our") regarding your use of our AI automation services, done-for-you AI agent solutions, and related services (collectively, the "Services"). By accessing our website, engaging our services, or entering into any service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" refer to such entity. If you do not have such authority or do not agree with these Terms, you must not accept these Terms and may not use our Services.

These Terms are governed by the laws of the State of Texas, United States, and any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in Tarrant Country, Texas. By using our Services, you consent to the jurisdiction and venue of such courts and waive any objection to the laying of venue in such courts.

Description of Services

Our Company specializes in providing artificial intelligence automation solutions and done-for-you AI agent services designed to streamline business operations, enhance productivity, and deliver intelligent automation capabilities. Our Services include, but are not limited to:

AI Automation Development: Custom development of AI-powered automation systems tailored to your specific business needs, including workflow automation, data processing systems, customer service automation, and intelligent decision-making tools.

Done-for-You AI Agents: Complete implementation and deployment of AI agents designed to perform specific business functions, including customer support chatbots, sales automation systems, lead qualification agents, and content generation tools.

Consultation and Strategy Services: Expert consultation on AI implementation strategies, technology assessment, process optimization, and digital transformation planning.

Training and Support Services: Comprehensive training programs for your team on AI system usage, ongoing technical support, system maintenance, and performance optimization.

Custom Integration Services: Integration of AI solutions with existing business systems, third-party applications, and enterprise software platforms.

All Services are provided subject to these Terms and any separate service agreements or statements of work that may be executed between the parties. In the event of any conflict between these Terms and a separate written agreement, the separate written agreement shall control with respect to the specific services covered by such agreement.

Confidentiality and Non-Disclosure

Scope of Confidential Information

In the course of providing Services, both parties may have access to confidential and proprietary information belonging to the other party. "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or in any other form, including but not limited to:

Business Information: Business plans, strategies, financial information, customer lists, supplier information, pricing data, market research, sales data, revenue information, profit margins, cost structures, and any other information related to the business operations of the Disclosing Party.

Technical Information: Software code, algorithms, technical specifications, system architectures, database schemas, API documentation, technical drawings, research and development projects, invention disclosures, patent applications, trade secrets, know-how, and any other technical or scientific information.

Customer and User Data: Personal information, customer profiles, user behavior data, analytics data, contact information, transaction history, and any other information related to customers or users of the Disclosing Party's services.

Proprietary Methods and Processes: Methodologies, processes, procedures, best practices, training materials, documentation, and any other proprietary methods used in the conduct of business or provision of services.

AI and Machine Learning Assets: Training data, datasets, machine learning models, AI algorithms, neural network architectures, model weights, training methodologies, performance metrics, and any other assets related to artificial intelligence and machine learning systems.

Obligations of Receiving Party

The Receiving Party agrees to:

Maintain Confidentiality: Hold all Confidential Information in strict confidence and not disclose, publish, or disseminate such information to any third party without the prior written consent of the Disclosing Party.

Use Restrictions: Use Confidential Information solely for the purpose of performing under these Terms or evaluating potential business relationships, and not for any other purpose, including but not limited to competitive analysis, reverse engineering, or development of competing products or services.

Protection Measures: Take reasonable security measures to protect Confidential Information, including but not limited to implementing appropriate physical, technical, and administrative safeguards that are at least as protective as those used to protect the Receiving Party's own confidential information, but in no event less than reasonable care.

Employee and Contractor Obligations: Ensure that all employees, contractors, agents, and representatives who have access to Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein, and the Receiving Party shall be liable for any breach of confidentiality by such persons.

Return or Destruction: Upon termination of these Terms or upon written request by the Disclosing Party, promptly return or destroy all documents, materials, and other tangible manifestations of Confidential Information, including all copies, notes, and derivative works thereof.

Exceptions to Confidentiality

The obligations set forth in this section shall not apply to information that:

Public Domain: Is or becomes generally known to the public through no breach of these Terms by the Receiving Party.

Prior Knowledge: Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records predating such disclosure.

Independent Development: Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records.

Third-Party Disclosure: Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation.

Legal Requirement: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates in any effort to seek a protective order or other appropriate remedy.

Duration of Confidentiality Obligations

The confidentiality obligations set forth in this section shall survive termination of these Terms and shall continue for a period of five (5) years from the date of termination, except with respect to trade secrets, which shall remain confidential for so long as they qualify for trade secret protection under applicable law.

Intellectual Property Rights

Ownership of Pre-Existing Intellectual Property

Each party shall retain ownership of all intellectual property rights in and to any pre-existing intellectual property that it owned prior to the commencement of Services under these Terms. "Pre-existing Intellectual Property" includes, but is not limited to, patents, copyrights, trademarks, trade secrets, know-how, proprietary methods, software, algorithms, and any other intellectual property rights that existed prior to the effective date of these Terms.

Work Product and Deliverables

Company-Developed Solutions: All AI systems, automation tools, software applications, algorithms, models, and other technical solutions developed by Company in the course of providing Services ("Work Product") shall be and remain the exclusive property of Company, including all intellectual property rights therein. Client acknowledges that such Work Product may incorporate Company's pre-existing intellectual property, proprietary methodologies, and trade secrets.

Client-Specific Customizations: While the underlying AI systems and automation tools remain Company's property, any client-specific configurations, customizations, or adaptations created specifically for Client's use may be jointly owned by the parties, subject to the terms of any separate written agreement.

Client Data and Content: Client retains ownership of all data, content, and information provided to Company for the purpose of delivering Services ("Client Data"). Company is granted a limited, non-exclusive license to use Client Data solely for the purpose of providing Services and improving Company's AI systems and methodologies, subject to the confidentiality obligations set forth herein.

License Grants

License to Client: Subject to Client's compliance with these Terms and payment of all applicable fees, Company grants Client a limited, non-exclusive, non-transferable license to use the Work Product solely for Client's internal business purposes during the term of these Terms.

License to Company: Client grants Company a limited, non-exclusive license to use Client Data and any feedback, suggestions, or improvements provided by Client for the purpose of providing Services, improving Company's offerings, and developing new products and services.

Intellectual Property Indemnification

Company Indemnification: Company agrees to defend, indemnify, and hold harmless Client from and against any third-party claims alleging that the Work Product infringes any patent, copyright, or trademark, provided that Client promptly notifies Company of such claim and cooperates in the defense thereof. Company's obligations under this section are conditioned upon Client's compliance with these Terms and shall not apply to claims arising from Client's modification of the Work Product or combination with third-party products or services.

Client Indemnification: Client agrees to defend, indemnify, and hold harmless Company from and against any third-party claims arising from or related to Client Data, Client's use of the Services in violation of these Terms, or Client's breach of any representation or warranty contained herein.

Payment Terms and Billing

Fees and Payment Schedule

Client agrees to pay Company the fees specified in the applicable service agreement, statement of work, or as otherwise agreed upon in writing. Unless otherwise specified, all fees are due and payable within thirty (30) days of the invoice date. Company reserves the right to modify its fees upon thirty (30) days' written notice to Client, with such modifications applying to services provided after the effective date of the modification.

Setup and Implementation Fees: One-time fees for initial setup, configuration, and implementation of AI systems and automation tools are due upon execution of the service agreement or statement of work.

Recurring Service Fees: Monthly or annual fees for ongoing services, maintenance, and support are due in advance on the first day of each billing period.

Custom Development Fees: Fees for custom development work may be billed on a milestone basis, hourly basis, or fixed-fee basis as specified in the applicable statement of work.

Late Payment and Collection

Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. In the event of non-payment, Company may, in its sole discretion, suspend or terminate Services until payment is received. Client shall be responsible for all costs and expenses, including reasonable attorneys' fees, incurred by Company in collecting any overdue amounts.

Taxes

All fees are exclusive of applicable taxes, duties, and other governmental charges. Client is responsible for payment of all such taxes, duties, and charges, except for taxes based on Company's net income. If Company is required to pay any such taxes, Client agrees to reimburse Company for such amounts.

Service Level Agreements and Performance Standards

Availability and Uptime

Company will use commercially reasonable efforts to maintain the availability of AI systems and automation tools provided as part of the Services. While Company strives to achieve maximum uptime, Client acknowledges that no system can guarantee 100% availability due to factors including but not limited to scheduled maintenance, emergency repairs, third-party service dependencies, and force majeure events.

Planned Maintenance: Company may perform scheduled maintenance during off-peak hours and will provide Client with reasonable advance notice of such maintenance activities.

Emergency Maintenance: Company reserves the right to perform emergency maintenance without prior notice when necessary to maintain system security, integrity, or functionality.

Support and Response Times

Company will provide technical support for the Services during normal business hours (9:00 AM to 5:00 PM Central Time, Monday through Friday, excluding holidays). Support response times will vary based on the severity of the issue and the level of support included in Client's service agreement.

Critical Issues: Issues that result in complete system failure or significant business impact will receive priority attention with initial response within four (4) business hours.

Non-Critical Issues: General questions, minor bugs, and enhancement requests will receive initial response within two (2) business days.

Performance Monitoring

Company will monitor the performance of AI systems and automation tools and will use reasonable efforts to maintain optimal performance levels. However, Client acknowledges that AI system performance may vary based on factors including data quality, system load, and the complexity of tasks being performed.

Data Protection and Security

Data Security Measures

Company implements and maintains appropriate technical, administrative, and physical security measures designed to protect Client Data and other confidential information. These measures include, but are not limited to:

Access Controls: Multi-factor authentication, role-based access controls, and regular access reviews to ensure that only authorized personnel have access to Client Data.

Encryption: Industry-standard encryption for data in transit and at rest, including TLS 1.2 or higher for data transmission and AES-256 encryption for data storage.

Network Security: Firewalls, intrusion detection systems, and regular security monitoring to protect against unauthorized access and cyber threats.

Backup and Recovery: Regular data backups and tested disaster recovery procedures to ensure business continuity and data availability.

Data Processing and Compliance

Company will process Client Data in accordance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other applicable privacy laws. Company agrees to:

Lawful Processing: Process Client Data only for the purposes specified in these Terms and any applicable service agreements.

Data Minimization: Collect and process only the minimum amount of Client Data necessary to provide the Services.

Retention Limits: Retain Client Data only for as long as necessary to provide the Services or as required by law.

Data Subject Rights: Assist Client in responding to data subject requests and exercising individual privacy rights as required by applicable law.

Data Breach Notification

In the event of a security incident that results in unauthorized access to, disclosure of, or loss of Client Data, Company will notify Client without unreasonable delay and in any event within seventy-two (72) hours of becoming aware of the incident. Company will provide Client with sufficient information to enable Client to assess the incident and comply with any applicable notification requirements.

Limitation of Liability and Disclaimers

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

Company does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any defects will be corrected. Client acknowledges that AI systems and automation tools are complex technologies that may not always produce perfect results and that the effectiveness of such systems depends on various factors including data quality, system configuration, and user implementation.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Exceptions to Limitation of Liability

The limitations set forth in this section shall not apply to:

Gross Negligence or Willful Misconduct: Liability arising from Company's gross negligence or willful misconduct.

Confidentiality Breaches: Liability arising from Company's breach of confidentiality obligations set forth in these Terms.

Indemnification Obligations: Company's indemnification obligations as set forth in these Terms.

Applicable Law: To the extent such limitations are prohibited by applicable law.

Term and Termination

Term

These Terms shall commence on the effective date and shall continue until terminated in accordance with the provisions herein. Individual service agreements or statements of work may have specific terms and durations as set forth therein.

Termination for Convenience

Either party may terminate these Terms or any individual service agreement for convenience upon thirty (30) days' written notice to the other party. In the event of termination for convenience, Client shall pay all fees accrued through the effective date of termination.

Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

Material Breach: Commits a material breach of these Terms and fails to cure such breach within thirty (30) days after written notice thereof.

Insolvency: Becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed for its business or assets.

Failure to Pay: In the case of Client, fails to pay undisputed fees when due and such failure continues for fifteen (15) days after written notice.

Effect of Termination

Upon termination of these Terms:

Payment Obligations: Client shall pay all fees and expenses accrued through the effective date of termination.

Return of Confidential Information: Each party shall return or destroy all Confidential Information of the other party in accordance with the confidentiality provisions herein.

Data Return: Company shall provide Client with a reasonable opportunity to retrieve Client Data, subject to Client's payment of any applicable fees.

Survival: The provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

Compliance and Regulatory Matters

Regulatory Compliance

Client acknowledges that the use of AI systems and automation tools may be subject to various laws, regulations, and industry standards. Client is solely responsible for ensuring that its use of the Services complies with all applicable legal and regulatory requirements, including but not limited to:

Data Protection Laws: GDPR, CCPA, HIPAA, and other applicable privacy and data protection regulations.

Industry Regulations: Financial services regulations, healthcare regulations, and other industry-specific requirements.

Employment Laws: Laws relating to automated decision-making in employment contexts.

Consumer Protection Laws: Laws relating to automated communications and marketing practices.

Export Control and Trade Sanctions

Client represents and warrants that it will not use the Services in violation of any applicable export control laws, trade sanctions, or other international trade regulations. Client agrees not to export, re-export, or transfer the Services or any related technical data to any prohibited country, entity, or person.

Anti-Corruption and Ethics

Both parties agree to comply with all applicable anti-corruption laws and regulations, including the Foreign Corrupt Practices Act and similar laws in other jurisdictions. Neither party shall engage in any conduct that would constitute bribery, corruption, or other unethical business practices.

Dispute Resolution

Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good faith negotiations. Either party may initiate such negotiations by providing written notice to the other party describing the nature of the dispute and the desired resolution.

Mediation

If the parties are unable to resolve a dispute through informal negotiations within thirty (30) days, either party may request that the dispute be submitted to mediation. The mediation shall be conducted by a mutually agreed-upon mediator or, if the parties cannot agree, by a mediator selected by the American Arbitration Association. The mediation shall take place in [CITY], Texas, and shall be conducted in accordance with the Commercial Mediation Procedures of the American Arbitration Association.

Arbitration

If mediation does not result in a resolution of the dispute within sixty (60) days of the commencement of mediation proceedings, any remaining dispute shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [CITY], Texas, before a single arbitrator selected in accordance with the AAA rules.

Arbitration Procedures: The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of law, including but not limited to monetary damages, injunctive relief, and specific performance. The arbitrator's decision shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

Confidentiality: All arbitration proceedings, including any awards, shall be confidential and may not be disclosed to any third party except as necessary to enforce the award or as required by law.

Costs and Fees: Each party shall bear its own costs and attorneys' fees, and the parties shall share equally the costs of the arbitrator and the arbitration proceedings.

Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or trade secrets, or to prevent irreparable harm.

Governing Law and Jurisdiction

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

For any disputes not subject to arbitration as set forth above, the parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], Texas, and waive any objection to the laying of venue in such courts or any claim that such courts are an inconvenient forum.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms that is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, epidemics, pandemics, internet or telecommunications failures, or failures of third-party service providers ("Force Majeure Event").

In the event of a Force Majeure Event, the affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact of such event. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate these Terms upon written notice to the other party.

General Provisions

Entire Agreement

These Terms, together with any service agreements, statements of work, and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendments and Modifications

These Terms may only be amended or modified by a written agreement signed by authorized representatives of both parties. Company may update these Terms from time to time by posting revised Terms on its website, provided that such updates shall not materially adversely affect Client's rights without Client's consent.

Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without Company's prior written consent. Company may assign these Terms or any rights or obligations hereunder to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be null and void.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be deemed severed from these Terms. The remainder of these Terms shall continue in full force and effect.

Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. No waiver shall be effective unless it is in writing and signed by the party against whom the waiver is asserted.

Notices

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given:

Personal Delivery: When delivered personally to the recipient.

Email: When sent by email to the email address specified by the recipient, provided that a copy is also sent by another method specified herein.

Certified Mail: Three (3) business days after being sent by certified mail, return receipt requested, to the address specified by the recipient.

Overnight Delivery: One (1) business day after being sent by a nationally recognized overnight delivery service to the address specified by the recipient.

Notices to Company shall be sent to:

[YOUR COMPANY NAME] [ADDRESS] [CITY, STATE ZIP CODE] Email: [EMAIL ADDRESS]

Notices to Client shall be sent to the address and email address specified in the applicable service agreement or as otherwise provided by Client in writing.

Independent Contractors

The parties are independent contractors and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.

Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same legal effect as original signatures.

Survival

The provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to the provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law.

Contact Information

For questions regarding these Terms or to provide notices as required herein, please contact:

Vybe Media

Business Address: 106901 Clarence Drive, Suite 250, Frisco, Texas 75033, United States

Email: [email protected]

These Terms and Conditions were last updated on July 25, 2025 and are effective as of January 1, 2025. By using our Services after the effective date, you agree to be bound by these Terms as they may be amended from time to time.

ACKNOWLEDGMENT: BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.