Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Friendswith Limited (trading as Vibed Unicorn) ("Company," "we," "us," or "our"). By accessing or using the Vibed Unicorn website, platform, or services (collectively, the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE PLATFORM.

User Types: Vibed Unicorn serves different types of users:

• Course Creators: Educators, coaches, and experts who create and publish video-based courses on the Platform.
• Students: Individuals who browse, enroll in, and learn from courses on the Platform.

All user types are collectively referred to as "Users" and are equally bound by these Terms. Additional guidelines or features may apply to specific user types, but all Users must adhere to this agreement.

2. Description of Services

Vibed Unicorn is an AI-powered online learning platform that enables course creators to publish video-based courses and students to learn with the assistance of artificial intelligence. Our Platform provides tools and services including:

• Course Creation: Creators can upload pre-recorded videos, supporting documents, and learning materials to build structured courses with up to 10 modules each. The Platform automatically transcribes and indexes video content for AI-powered features.
• AI-Powered Learning Assistant: Each course module features an AI chat assistant that understands the video content. Students can ask questions and receive answers with exact video timestamps, making it easy to review specific concepts.
• Video Streaming: High-quality, secure video playback with adaptive bitrate streaming optimized for any device.
• Timestamped Transcripts: Automatically generated transcripts make course content searchable and accessible, allowing students to jump to any moment with a click.
• AI-Generated Quizzes: Smart quizzes generated from course content to reinforce learning and track mastery.
• Community Forums: Anonymous, Reddit-style discussion forums for each course where students can ask questions and share insights using auto-generated usernames.
• Progress Tracking: Students can track module completion, quiz scores, and learning streaks to stay motivated.
• Scheduled Module Releases: Creators can set release dates for modules to drip content over time.
• Creator Payments: Creators set their own course prices and receive automatic payouts via Stripe Connect.

Please note: We are a technology platform that facilitates online education. We do not create course content ourselves, and we are not an accredited educational institution. The Platform provides tools for creators to deliver content and for students to learn; the quality and accuracy of course content is the responsibility of the respective course creator.

3. User Eligibility and Account Registration

3.1 Age Requirement: You must be at least 18 years old (or the age of majority in your jurisdiction) to register for an account or use the Platform. By using Vibed Unicorn, you represent and warrant that you meet this age requirement.

3.2 Account Registration: Certain features of the Platform require creating an account. When registering, you agree to:

• Provide accurate, current, and complete information about yourself as prompted (including your name, a valid email address, and any other required details).
• Keep your login credentials confidential. You are responsible for all activity that occurs under your account. If you suspect any unauthorized use of your account, you must notify us immediately.
• Maintain and promptly update your account information if it changes, so that it remains accurate and up-to-date.

3.3 Account Types: During registration, you must choose the appropriate account type (Course Creator or Student). By selecting a Creator account, you certify that you have the rights and expertise to publish the courses you create. By selecting a Student account, you certify that you will use the Platform for personal learning purposes in accordance with these Terms.

3.4 Account Security: You are responsible for maintaining the security of your account. Do not share your password or other access credentials with anyone. We will never ask you for your password. We are not liable for any loss or damage arising from your failure to protect your account information.

4. Subscription Plans and Payments

4.1 For Course Creators

Pro Course Creators are charged a monthly platform fee (currently $50 USD/month). This fee is never billed upfront — it is only deducted from the Creator's course-sale earnings each billing cycle. If a Creator's earnings do not fully cover the fee in a given month, the shortfall is forgiven (creators are never invoiced for the difference). Pro creators must set a minimum course price of $10 USD per month. In addition to the monthly fee, a platform commission (currently 3% for Pro, 10% for Free-tier) is applied to each course sale. Creators set their own course prices and receive automatic payouts via Stripe Connect, minus the applicable fees. Free-tier creators may publish up to 3 courses at no subscription cost, with a 10% platform commission.

4.2 For Students

Students can browse and preview courses for free. To access full course content, students pay a one-time fee per course (price set by the course creator). Once purchased, students receive lifetime access to the course, including all AI-powered features, quizzes, and community forums.

4.3 Billing and Payments

All payments are processed securely through Stripe. By providing your payment information, you authorize us (and our payment processor) to charge the applicable fees. Creator subscriptions are billed on a recurring monthly basis and will automatically renew unless cancelled. All fees are stated in the applicable currency and are exclusive of any taxes which will be added where applicable.

4.4 Cancellation

Creators may cancel their subscription at any time via account settings or by contacting support. If you cancel, you will retain access to paid features until the end of your current billing period. No pro-rated refunds are provided for mid-period cancellations unless required by law.

4.5 Refund Policy

Except as required by law, all payments are non-refundable. For course purchases by students, refund requests may be considered on a case-by-case basis within 14 days of purchase if no significant portion of the course has been accessed. Contact us at hello@vibedunicorn.com for refund inquiries.

5. AI-Powered Features and Disclaimers

Vibed Unicorn utilizes advanced Artificial Intelligence (including large language models) to power the learning assistant, generate quizzes, create transcripts, and provide other intelligent features. While we strive for useful and accurate AI outputs, it is important that users understand the limitations:

5.1 AI-Generated Content is Informational: Any responses, summaries, quiz questions, or content provided by the Platform's AI are for educational and informational purposes only. The AI assists with understanding course material but is not a substitute for professional advice (legal, medical, financial, or otherwise). Do not rely solely on AI-generated content for critical decisions.

5.2 No Guarantee of Accuracy: AI content may be incorrect, outdated, or incomplete. The AI attempts to provide helpful information based on the course content (videos, transcripts, and documents), but it can make mistakes. We do not guarantee the accuracy, reliability, or completeness of any AI-generated answer. Users are responsible for verifying AI output before relying on it.

5.3 Creator Responsibility: Course Creators are responsible for the accuracy of their course content, which forms the basis for AI-generated responses. If the AI generates incorrect answers based on a Creator's content, the Creator bears responsibility for providing accurate source material.

5.4 AI Disclaimer of Liability: Vibed Unicorn and Friendswith Limited do not accept any liability for inaccuracies, errors, or issues in AI-generated content. AI content is provided "as is." If you choose to rely on AI output, you do so at your own risk.

5.5 AI Usage Restrictions: You agree not to misuse the AI features. This includes refraining from attempting to input inappropriate, harmful, or unrelated content, deliberately trick the AI into violating our policies, or extract underlying model information.

6. User Conduct and Prohibited Activities

We expect all Users to use the Platform responsibly and lawfully. You agree that you will NOT:

• Violate Laws or Regulations: Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• Provide False or Misleading Information: Upload or share any content that is false, intentionally misleading, or fraudulent. Do not impersonate any person or entity.
• Infringe Rights: Upload, post, or transmit any content that infringes the intellectual property rights, privacy rights, or other legal rights of any third party.
• Harass or Harm Others: Use the Platform to engage in harassment, hate speech, discrimination, or abuse toward others.
• Interfere with the Platform: Introduce viruses, attempt unauthorized access, attack the Platform with DoS attacks, or use automated scripts, bots, or scrapers without our approval.
• Redistribute Course Content: Download, copy, redistribute, or resell any course content (videos, documents, transcripts) without the express permission of the course creator.
• Spam or Unwanted Communications: Use the Platform to transmit unsolicited advertising, promotional materials, or spam through community forums or other features.

Monitoring and Enforcement: We reserve the right to monitor user conduct and take appropriate action, including removal of content, suspension or termination of accounts, and reporting to law enforcement if laws are broken.

7. Content Standards and User-Provided Content

7.1 Content Standards: If you upload or post any content on the Platform (including course videos, documents, descriptions, community forum posts, profile information, etc.), that content must be accurate, legal, non-infringing, and relevant. Content must not be defamatory, obscene, harmful, or contain viruses or malware.

7.2 Creator Responsibilities: Course Creators represent and warrant that: (a) they have all necessary rights and authority to publish the courses they create; (b) all information in their courses is truthful and not misleading; (c) any media used has proper permissions or licenses; (d) they will comply with all applicable laws regarding educational content and advertising; and (e) they will promptly update or correct information if inaccuracies are found.

7.3 User Responsibility for Content: Users are solely responsible for all content they provide to or through the Platform. The Company does not pre-approve content before it is posted and does not endorse or verify user-provided content.

7.4 Removal of Content: We reserve the right to remove any content that violates these Terms, our policies, or applicable law. Users should report content they believe violates our Terms to hello@vibedunicorn.com.

7.5 License to Company: By uploading content to the Platform, you grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, display, and distribute your content as needed to operate the Platform and provide services. You retain ownership of your content.

7.6 Feedback: If you provide feedback or suggestions about the Platform, you acknowledge that such feedback is given voluntarily and we are free to use it without obligation to you.

8. Intellectual Property Rights

8.1 Our Intellectual Property: The Platform (including all software, code, design, algorithms, AI models, features, and content provided by us) is the exclusive property of Friendswith Limited (Vibed Unicorn) and is protected by copyright, trademark, and other intellectual property laws. The Vibed Unicorn name, logo, and branding are our trademarks. All rights not expressly granted to you are reserved by us.

8.2 License to Use Platform: We grant you a limited, revocable, non-transferable, non-exclusive license to access and use the Platform for its intended purposes (creating courses, learning from courses, or browsing course content).

8.3 User Content Ownership: You retain ownership of all content you upload, subject to the license you grant us in Section 7.5 above. We do not own your course videos, documents, or other content you provide.

8.4 Course Content Protection: Course content (videos, documents, transcripts) is protected by the intellectual property rights of the respective course creator. Students may not copy, download, redistribute, or commercially exploit course content without express permission from the creator.

9. Privacy and Data Protection

Your privacy is important to us. Our collection, use, storage, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and use of information as outlined in the Privacy Policy.

We are committed to handling personal data in compliance with all applicable data protection and privacy laws, including the New Zealand Privacy Act 2020, the EU and UK General Data Protection Regulation (GDPR), the Australian Privacy Act 1988, and the California Consumer Privacy Act (CCPA).

For any privacy-related questions, please contact us at hello@vibedunicorn.com.

10. Disclaimers of Warranties

10.1 "As Is" Basis: The Platform, including all content, functions, AI features, and services, is provided "AS IS" and "AS AVAILABLE." We make no warranty or representation about the Platform's completeness, accuracy, availability, security, or suitability for any purpose. Use of the Platform is at your own risk.

10.2 No Implied Warranties: To the fullest extent permitted by applicable law, we disclaim all warranties and conditions, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10.3 Not Professional Advice: The Platform does not provide professional advice of any kind. Course content is created by third-party creators, and the AI assistant provides information based on that content. Always consult qualified professionals for advice specific to your situation.

10.4 Educational Content Disclaimer: We do not guarantee that completing any course on the Platform will result in specific educational outcomes, certifications, qualifications, or career advancement. Learning outcomes depend on many factors including the quality of course content and the student's effort and engagement.

10.5 Consumer Law Notice: Some jurisdictions do not allow the exclusion of certain warranties. To the extent that such laws apply to you, some of the above disclaimers may not fully apply. Nothing in these Terms is intended to exclude or limit statutory rights which cannot be excluded by contract.

11. Limitation of Liability

11.1 Broad Limitation: To the maximum extent permitted by law, in no event shall Vibed Unicorn, Friendswith Limited, or their respective officers, directors, employees, agents, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Platform.

11.2 Cap on Liability: The total aggregate liability of Vibed Unicorn for any claims arising from or related to the Platform shall not exceed the greater of: (a) the total amount of fees you paid to us in the twelve (12) months preceding the event, or (b) One Hundred New Zealand Dollars (NZ $100).

11.3 Specific Application: We will not be liable for: decisions you make based on AI-generated or course content; harm caused by another user's conduct; Platform downtime or unavailability; or data loss.

12. Indemnification

You agree to indemnify, defend, and hold harmless Vibed Unicorn, Friendswith Limited, and their respective officers, directors, employees, and agents from any third-party claims, liabilities, costs, or expenses arising from: (a) your use of the Platform or violation of these Terms; (b) your content or information provided to the Platform; (c) your interactions with other users; (d) your violation of any applicable law or third-party right; or (e) if you are a Creator, any claims arising from inaccurate, misleading, or harmful course content.

13. Termination

13.1 Termination by You: You may terminate your account at any time by using the account deletion feature or contacting us at hello@vibedunicorn.com. Before deleting your account, cancel any active subscription to avoid future charges.

13.2 Termination by Us: We may suspend or terminate your access at any time if you violate these Terms, engage in harmful conduct, fail to pay fees owed, or if required by law.

13.3 Effect of Termination: Upon termination: your right to access the Platform ceases; your courses (if Creator) will be removed from public view; active subscriptions will be cancelled; and you will lose access to stored data. Export important data before termination.

13.4 Data Retention: After account termination, we will handle your personal data in accordance with our Privacy Policy. We will delete or anonymize your personal data within a reasonable time (typically 30-90 days), except where retention is required by law.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' advance notice via email and/or a prominent notice on the Platform. By continuing to use the Platform after changes become effective, you agree to be bound by the updated Terms. If you do not agree to the new Terms, you must stop using the Platform.

15. Governing Law and Dispute Resolution

15.1 Governing Law: These Terms will be governed by the laws of New Zealand, without regard to conflict of law principles.

15.2 Jurisdiction: Any legal proceedings arising from these Terms shall be instituted exclusively in the courts of New Zealand.

15.3 Dispute Resolution: Before initiating formal legal proceedings, you agree to first attempt to resolve any dispute by contacting us at hello@vibedunicorn.com with a detailed description and proposed resolution. Both parties agree to engage in good faith negotiations for at least 30 days before pursuing formal legal action.

15.4 International Users: If you are located outside New Zealand, the application of New Zealand law does not override any mandatory consumer protection laws in your home jurisdiction.

16. Miscellaneous

16.1 Entire Agreement: These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Friendswith Limited regarding your use of the Platform.

16.2 Severability: If any provision is held to be invalid or unenforceable, the remaining provisions will remain in effect.

16.3 No Waiver: Our failure to exercise any right or provision will not constitute a waiver of such right or provision.

16.4 Assignment: You may not assign your rights under these Terms without our consent. We may freely assign our rights.

16.5 Contact Information: For questions about these Terms, to report violations, or for any other inquiries, please contact us at: