Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, applications, software, and related services (collectively, the "Service") provided by Minerva Noctua ("Minerva Noctua," "we," "our," or "us").

By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

1. Overview of the Service

The Service is a content automation AI agent that enables users to create explainer videos, presentation videos, and related media outputs from URLs, files, text, prompts, and other materials.

We may update, improve, modify, suspend, or discontinue any part of the Service at any time.

2. Eligibility

You may use the Service only if you are legally capable of entering into a binding contract under applicable law.

If you are under the age of majority where you live, you may use the Service only with the consent and supervision of a parent or legal guardian.

If you use the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

3. Account Registration and Security

To use certain features, you must create an account and provide accurate, complete, and up-to-date information.

You are responsible for:

safeguarding your account credentials,
all activity occurring under your account, and
promptly notifying us of any suspected unauthorized use or security issue.

Account sharing is not permitted unless expressly authorized by us.

We may reject account registrations, suspend access, or reclaim usernames where reasonably necessary to protect the Service, users, or our business.

4. Subscription Plans, Billing, and Renewals

We may offer free plans, paid subscriptions, and custom commercial arrangements.

Paid subscriptions may be charged monthly or annually, as disclosed at the time of purchase. Unless otherwise stated, paid subscriptions renew automatically at the end of each billing cycle until canceled.

You authorize us and our payment processors to charge all applicable subscription fees, taxes, and other charges using your selected payment method.

4.1 Price Changes

We may revise pricing from time to time, including due to changes in infrastructure, model, vendor, or operating costs. If your subscription price changes, we will provide advance notice by email or through the Service before the change becomes effective.

4.2 Refund Policy

Except where required by applicable law, all fees are non-refundable. We do not provide refunds, credits, or partial billing adjustments for unused subscriptions, unused features, or unused generated outputs.

5. Enterprise Services

Certain business, team, or enterprise features may be offered separately upon request. Access to those features may be subject to a separate order form, commercial agreement, or supplemental terms.

If any separately executed agreement conflicts with these Terms, that separate agreement will control to the extent of the conflict.

For enterprise inquiries, contact sales@vibeknow.com.

6. User Content

The Service may allow you to upload, submit, store, or otherwise provide text, documents, audio, video, images, prompts, brand assets, and similar materials ("Input"). The Service may also generate video, audio, text, visual, or other materials based on your Input ("Output").

For purposes of these Terms, "User Content" includes both Input and Output, as well as any other material you submit, upload, store, or export using the Service.

You retain ownership of your User Content, subject to the rights you grant to us in these Terms.

7. License Granted to Us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, adapt, process, transmit, display, perform, and otherwise use your User Content as reasonably necessary to:

provide and operate the Service,
generate Output requested by you,
maintain and secure the platform,
support your account,
improve service quality, safety, and performance, and
enforce our policies and legal rights.

This license lasts for as long as reasonably necessary for those purposes, subject to our retention practices, operational requirements, and Privacy Policy.

If you delete User Content or close your account, backup or residual copies may remain in our systems for a limited period. Our standard deletion window for such backup copies is up to 15 days, unless a longer period is required for legal, security, fraud prevention, compliance, or system integrity reasons.

8. Your Content Responsibilities

You are solely responsible for your User Content and your use of any Output.

You represent and warrant that:

you have all rights, licenses, consents, and permissions necessary to submit and use your User Content,
your User Content and your use of the Service do not violate any law or infringe any third-party rights, including intellectual property, privacy, publicity, confidentiality, or contractual rights, and
your User Content does not contain malware, harmful code, or malicious instructions.

9. Acceptable Use and Restrictions

You may not use the Service to, or attempt to:

break the law or encourage unlawful conduct,
infringe, misappropriate, or violate the rights of others,
upload or distribute unlawful, infringing, abusive, harassing, deceptive, defamatory, obscene, or sexually explicit content,
impersonate another person or falsely suggest affiliation,
interfere with the operation, stability, or security of the Service,
scrape, crawl, harvest, or extract data from the Service by unauthorized automated means,
bypass quotas, rate limits, or usage restrictions,
introduce malware, bots, or harmful code,
reverse engineer, decompile, disassemble, or attempt to discover non-public parts of the Service, except where prohibited by law,
resell, sublicense, lease, mirror, or commercially exploit the Service without authorization, or
use the Service, outputs, or underlying systems to develop competing AI or machine learning products without our prior written consent.

We may investigate suspected violations and take action we consider appropriate, including removing content, suspending access, or terminating accounts.

10. AI Features and Output

The Service uses artificial intelligence, machine learning systems, and third-party model providers to process Input and generate Output.

Because AI-based systems may produce content that is incomplete, inaccurate, offensive, misleading, or non-unique:

Output may not be reliable or suitable for your intended purpose,
Output may resemble content generated for other users,
Output may require review, editing, or verification by a human, and
we do not guarantee that Output will be free of third-party claims, including claims of infringement.

You are solely responsible for reviewing, evaluating, and deciding how to use Output.

Subject to your compliance with these Terms and any applicable third-party restrictions, you may use generated Output for commercial purposes.

11. Data Use for Service Operation

You acknowledge that we may use Input, Output, user interactions, feedback, and related usage data to operate, maintain, secure, test, and improve the Service and related technologies, subject to our Privacy Policy and applicable law.

We do not use such data to train or fine-tune our models.

If we provide product-level controls or contractual arrangements relating to certain data uses, those terms will apply as described in the relevant documentation or agreement.

12. Third-Party Services and Platforms

The Service may depend on or integrate with third-party providers, including payment processors, AI model providers, hosting vendors, media libraries, and social or distribution platforms.

Your use of third-party services or materials may be governed by separate terms, licenses, or policies imposed by those third parties. We are not responsible for third-party products, services, content, systems, policies, outages, or changes.

If you publish, distribute, or connect content from the Service to a third-party platform, you are responsible for complying with that platform's rules, policies, and technical requirements.

13. Ownership of the Service

The Service and all related software, designs, workflows, templates, branding, trademarks, documentation, and other intellectual property rights are owned by Minerva Noctua or its licensors.

Except for the limited right to use the Service in accordance with these Terms, no ownership or license rights are transferred to you.

14. Feedback

If you provide us with ideas, suggestions, comments, or feedback regarding the Service, you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use that feedback for any purpose without compensation or obligation to you.

15. Privacy

Our handling of personal information is described in our Privacy Policy. By using the Service, you acknowledge that your information may be processed in the United States and other countries where our service providers operate, subject to applicable law.

16. Service Availability

We do not guarantee that the Service will be uninterrupted, secure, error-free, or available at all times.

Service interruptions may occur due to maintenance, upgrades, outages, security incidents, failures of third-party providers, or events beyond our reasonable control. We may add, remove, or modify features at any time.

17. Suspension and Termination

We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, if:

you violate these Terms,
your use presents legal, security, or operational risk,
we are required to do so by law or by a third-party provider relationship,
payment cannot be processed, or
we discontinue the relevant Service offering.

You may stop using the Service at any time. You may cancel your subscription through your account settings or by contacting us where self-service cancellation is unavailable.

Termination does not affect any payment obligations accrued before the termination date.

18. Disclaimer Of Warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available."

Minerva Noctua and its affiliates, licensors, and service providers disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and quiet enjoyment.

Without limiting the above, we do not warrant that:

the Service will be uninterrupted, timely, secure, or error-free,
Output will be accurate, complete, legal, or fit for your purposes,
Output will not infringe third-party rights, or
data or content will never be lost, delayed, or corrupted.

19. Limitation Of Liability

To the maximum extent permitted by law, Minerva Noctua and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or business interruption, arising out of or related to the Service or these Terms.

To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the total amount you paid to us for the Service during the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some portions of this section may not apply to you.

20. Indemnification

You agree to defend, indemnify, and hold harmless Minerva Noctua, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

your User Content,
your use of the Service,
your violation of these Terms, or
your violation of any law or third-party rights.

21. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, without regard to conflict of law rules.

22. Binding Arbitration

Please read this section carefully. It affects your legal rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property or unauthorized access to the Service.

The arbitration will be conducted in English by a recognized arbitration provider selected by Minerva Noctua. The seat of arbitration will be Delaware, unless otherwise required by applicable law.

To the maximum extent permitted by law:

arbitration will be conducted on an individual basis only,
class, representative, collective, and consolidated proceedings are not permitted, and
the arbitrator may not combine the claims of multiple parties.

If this arbitration provision is found unenforceable with respect to a specific claim, that claim will be resolved in the state or federal courts located in Delaware, and the parties consent to that jurisdiction.

23. Export and Sanctions

You may not use, export, re-export, or transfer the Service except as permitted by United States law and other applicable laws.

You represent and warrant that you are not located in, organized in, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that you are not a restricted party prohibited from receiving the Service.

24. Changes to These Terms

We may revise these Terms from time to time. If we make material changes, we will update the "Last Updated" date and may provide additional notice through email or the Service.

Your continued use of the Service after updated Terms become effective means you accept the revised Terms.

25. General Terms

These Terms constitute the entire agreement between you and Minerva Noctua regarding the Service, except for any separate written agreement between you and us.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

Our failure to enforce any provision is not a waiver of that provision.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Section headings are for convenience only and do not affect interpretation.

26. Contact Information

If you have questions about these Terms, please contact:

Minerva Noctua
Email: support@vibeknow.com
Last Updated: 2026/4/1