This Terms and Conditions Agreement (the “Agreement”) is a legally binding contract between you (“User” or “You”) and Vibility, Inc. (“Company” or “We”), governing your use of the intellectual property and related materials provided by the Company. By accessing, viewing, or using any of the Company’s intellectual property, including but not limited to text, documents, graphics, images, videos, software, and any other materials provided by the Company (collectively referred to as the “Materials”), you acknowledge and agree to be bound by the terms and conditions set forth in this Agreement.

1. Limited License:
   1. Grant of License: The Company hereby grants you a limited, non-exclusive, non-transferable license to view and access the Materials for your personal, non-commercial use only.
   2. Restrictions: You shall not use, copy, modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any portion of the Materials, in whole or in part, without the prior written consent of the Company.
   3. No Transfer of Rights: This license does not grant you any rights to the intellectual property or proprietary rights of the Company, except for the limited right to view and access the Materials as expressly provided in this Agreement.
2. Intellectual Property Rights:
   1. Ownership: The Company retains all right, title, and interest in and to the Materials, including all intellectual property rights, whether registered or unregistered.
   2. No Modifications: You shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or on the Materials.
   3. Feedback: If you provide any feedback, suggestions, or ideas regarding the Materials to the Company, you acknowledge that the Company may freely use, modify, disclose, or incorporate such feedback, suggestions, or ideas into its products or services without any obligation or compensation to you.
3. Non-Compete:
   1. Non-Compete Obligation: You agree that during the term of this Agreement and for a period of 18 months, you shall not directly or indirectly engage in any activities or create any materials that compete with the Materials provided by the Company.
   2. Scope: The non-compete obligation includes, but is not limited to, creating, offering, distributing, or selling products, services, or materials that are similar to or compete with the Materials provided by the Company.
4. Termination:
   1. Company’s Right to Terminate: The Company may, in its sole discretion, suspend, restrict, or terminate your access to the Materials at any time, without prior notice or liability, for any reason or no reason, including if you violate any provision of this Agreement.
   2. User’s Right to Terminate: You may terminate this Agreement by ceasing to use the Materials and destroying any copies thereof in your possession or control.
5. Disclaimer of Warranty:
   THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
6. Limitation of Liability:
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE MATERIALS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Governing Law and Jurisdiction:
   This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflicts of laws or choice of law principles thereof.  Each Party consents to personal jurisdiction in the State of Delaware and voluntarily submits to the jurisdiction of the federal and state courts situated in Delaware in any action or proceeding with respect to this Confidentiality Agreement.  Both Parties hereby agree to waive irrevocably all rights to trial by jury in any action, suit, proceeding or counterclaim (whether based on contract, tort or otherwise).