Terms of Sale for Paid Placements

1. Who we are and key terms

1.1. The company that operates VibeCost sells the Placements.

1.2. Checkout and your receipt show the legal name of that company.

1.3. That company is the only seller and the only party that contracts with you.

1.4. In these terms, the words below have these meanings:

• "We", "us" and "our" mean the company that operates VibeCost.
• "You", "your" and "Buyer" mean the business that buys a Placement.
• "Site" means VibeCost, including its web pages and newsletters.
• "Placement" means any paid product that we sell on the Site. Examples are a Featured Slot, a paid Listing, and a Newsletter Sponsorship.
• "Product Page" means the page on the Site that describes a Placement and its price.
• "Order" means a purchase of a Placement, by any person or system and by any payment method.
• "Agent" means an AI agent, bot, script, or other automated system that acts for you.
• "Materials" means the name, logo, text, links, images, and other content that you give us for a Placement.
• "Live" means that a Placement is visible on the Site, or that a newsletter issue with your sponsor slot is sent.
• "Paid Period" means the month, year, or other period that a payment covers.
• "Business Day" means Monday to Friday, except US federal holidays.

2. How you accept these terms

2.1. You accept these terms when you, or an Agent for you, completes checkout or pays for an Order.

2.2. If checkout shows a box to accept these terms, you must check it before you pay.

2.3. If you do not agree to these terms, do not place an Order.

2.4. You agree to do business with us by electronic means.

2.5. Under the laws on electronic transactions, electronic records and actions have the same effect as signed paper documents. This includes the actions of an Agent.

3. Business customers only

3.1. We sell Placements only to businesses. We do not sell Placements to consumers for personal, family, or household use.

3.2. When you place an Order, you confirm that you buy for a business.

3.3. You also confirm that the person or Agent that places the Order has authority to bind your business to these terms.

3.4. If a person places an Order without that authority, that person is personally bound by these terms as the Buyer.

4. Orders placed by AI agents and automated systems

4.1. An Order that an Agent places for you is your own Order. You are bound by it as if a person at your business placed it.

4.2. You are responsible for your Agent. This includes its instructions, settings, spending limits, errors, and actions.

4.3. When an Agent completes checkout for you, the Agent accepts these terms for you. It does not matter whether a person reviewed the terms.

4.4. You will not dispute or reverse a charge because your Agent lacked authority, exceeded its limits, or made a mistake.

4.5. Limits that you set with your Agent, a wallet, a bank, or a payment provider bind you and that provider. They do not bind us unless we agree in writing.

4.6. An Agent must not misstate who it acts for. It must not hide that it is an automated system if we ask.

4.7. We may ask a person at your business to confirm any Order. If we do not get that confirmation within 5 Business Days, we may cancel the Order.

4.8. We may refuse or cancel any Order that an Agent places. If we cancel a paid Order, we refund it in full.

4.9. This section applies to every present and future payment method or protocol through which an Agent pays us.

4.10. Examples include agent payment protocols, delegated or shared payment tokens, payment mandates, card network agent programs, and digital wallets.

4.11. This section does not depend on any one of these methods or protocols. It applies even if a method changes, ends, or gets a new name.

4.12. We accept only the payment methods that checkout shows at the time of the Order.

5. Order review and acceptance

5.1. Check your Order before you pay. Checkout shows the product, the price, and any renewal period.

5.2. If you see an error in your Order, tell us at once by email.

5.3. Every Order is subject to our review and acceptance. Payment alone does not mean that we accept the Order.

5.4. We may decline any Order for any lawful reason. If we decline a paid Order, we refund it in full.

5.5. You have no right to a Placement until the Placement is Live.

6. What you get

6.1. You get exactly the Placement that the Product Page describes at the time of your Order.

6.2. If the Product Page and these terms conflict, the Product Page controls the description and price of the Placement. These terms control everything else.

6.3. After your Order, we ask you for your Materials.

6.4. For a Placement on a web page, we aim to make it Live within 5 Business Days after we receive your complete Materials. This is a target, not a promise.

6.5. If a Featured Slot goes Live after that target, we add the extra days to its Paid Period at no charge.

6.6. If you do not send complete Materials within 30 days after your Order, we may cancel the Order and refund it in full.

6.7. A Newsletter Sponsorship gives you one labeled sponsor slot in each paid issue. We choose the send date of each issue.

7. No performance promise

7.1. We do not promise any result from a Placement.

7.2. We do not promise any amount of traffic, impressions, clicks, leads, sales, or sign-ups.

7.3. We do not promise any ranking, search engine result, or mention by any AI system.

7.4. We do not promise any newsletter audience size, open rate, or click rate.

7.5. You confirm that you did not rely on any audience figure that we did not state in writing.

7.6. Any figures or analytics that we share are estimates. They are not promises.

7.7. We do not control email providers, spam filters, search engines, or AI systems. Their actions can change the reach of a Placement.

8. Editorial independence

8.1. Payment buys only the labeled Placement.

8.2. Payment never buys a ranking position, review content, test or lab results, or price data.

8.3. Payment never buys the removal or editing of a published result.

8.4. Payment never buys exclusivity, except where the Product Page states it.

8.5. We label every Placement as paid. We choose the label, such as "Featured" or "Sponsor".

8.6. We may mark links in a Placement as sponsored, including with technical link tags. We do not promise any search engine benefit from those links.

8.7. A Placement does not stop us from publishing accurate results, reviews, or corrections about your product. This includes negative ones.

8.8. Basic listings and fact corrections stay free. You do not need a Placement to ask for them.

8.9. The Site may contain labeled affiliate links, including links to your competitors. A Placement does not change that.

8.10. We keep full control of the Site, including its design, layout, categories, rankings, and content.

8.11. We may change or retire any part of the Site, any category, or any Placement type at any time.

9. Your Materials

9.1. You give us a non-exclusive, worldwide, royalty-free license to use your Materials. This license covers copying, displaying, formatting, and adapting your Materials.

9.2. The license covers use for your Placement and for the promotion of the Site.

9.3. The license lasts for the Paid Period. For archived newsletter issues, screenshots, and our records, it continues after the Paid Period ends.

9.4. Our hosting, email, and other service providers may use your Materials only to help us provide the Site.

9.5. You promise that you own your Materials or have all the rights needed to give us this license.

9.6. You promise that your Materials are accurate, not misleading, and lawful.

9.7. You promise that your Materials do not infringe or misuse the rights of any other person.

9.8. You promise that your Materials and links contain no malware, hidden tracking code, or other harmful code.

9.9. You promise that your Materials make no false or deceptive claims about security, such as false certifications or invented test results.

9.10. Your Materials must not state or suggest that we tested, ranked, endorsed, or certified your product, unless our published results say so.

9.11. We may edit your Materials for length, format, and style. We will not change their meaning without your approval.

9.12. We may reject or remove any Materials that we reasonably believe are false, misleading, unlawful, infringing, or unsafe.

9.13. If we reject Materials before a Placement is Live, you may send new Materials. Section 6.6 still applies.

10. Fees, payment and automatic renewal

10.1. All prices are in US dollars.

10.2. You pay in advance through Stripe, our payment processor.

10.3. Your card or bank statement may show our legal name, the Site name, or a short form of them.

10.4. Monthly and yearly plans renew automatically at the end of each Paid Period until you cancel.

10.5. Checkout shows the price and the renewal period before you pay.

10.6. You authorize us and Stripe to charge your payment method for each renewal until you cancel.

10.7. One-time Placements, such as a newsletter issue, a newsletter pack, or a one-time Listing, do not renew.

10.8. We email you a reminder before each yearly renewal. The reminder states the renewal date, the price, and how to cancel.

10.9. We may change prices. A new price applies to your plan only from the first renewal at least 30 days after we notify you.

10.10. If a renewal payment fails, we may suspend the Placement until you pay.

11. Cancellation

11.1. You may cancel a plan at any time.

11.2. To cancel, send an email to the address in section 20.

11.3. Cancellation takes effect at the end of the current Paid Period.

11.4. Your Placement stays Live until the end of that Paid Period.

11.5. We do not give refunds for part of a Paid Period, except where section 12 or section 14 gives one.

12. Refunds

12.1. We give a full refund in these cases:

• We decline your Order.
• You cancel in writing before the Placement is Live.
• We do not make the Placement Live within 15 Business Days after we receive your complete Materials.

12.2. For a Newsletter Sponsorship, this section 12.2 replaces the 15 Business Day case above. We refund in full each paid issue that we do not send within 60 days after your Order. This does not apply if you agree to a later date.

12.3. In all other cases, fees are non-refundable once a Placement is Live or a newsletter issue is sent.

12.4. We refund to the original payment method.

12.5. A refund under this section is your only remedy for a Placement that we do not deliver.

13. Billing problems and chargebacks

13.1. If you have a billing problem, contact us first by email.

13.2. Give us 10 Business Days to resolve the problem before you start a card dispute or chargeback.

13.3. If you start a dispute for a Placement that we delivered, we may remove the Placement at once.

13.4. In that case, you must also pay our dispute costs, including processor dispute fees, to the extent the law allows.

13.5. We may give these terms, your acceptance record, and proof of delivery to our payment processor and the card networks.

13.6. A dispute does not cancel your duty to pay for a Placement that we delivered.

13.7. This section does not remove any right that the law or payment network rules give you and that a contract cannot remove.

14. Suspension and removal

14.1. We may suspend or remove a Placement in these cases:

• You breach these terms.
• You do not pay.
• The Placement creates legal risk for us.
• The Placement creates a risk to users of the Site.

14.2. In those cases, we give a refund only where section 12 gives one.

14.3. We may also remove a Placement for our own convenience. For example, we may retire a Placement type or the Site.

14.4. If we remove a Placement for our own convenience, we refund the unused part of the Paid Period on a pro-rata basis.

15. Taxes

15.1. Our fees do not include taxes.

15.2. You are responsible for all taxes on your purchase, except taxes on our income.

15.3. If the law requires you to withhold tax from a payment, you must add an amount so that we receive the full fee.

16. Your other promises

16.1. You promise that the information that you give us in an Order is true and complete.

16.2. You promise that you use a payment method that you are authorized to use.

16.3. You promise that you are not on a US government sanctions list. You also promise that no listed person owns or controls you.

16.4. You will not use a Placement to promote any product or service that sanctions or export laws forbid.

16.5. We may refuse or cancel any Order that we reasonably suspect is fraudulent or unauthorized.

16.6. We may share Order information with our payment processor and with law enforcement to prevent or investigate fraud.

17. Disclaimers

17.1. We provide the Site and each Placement "as is" and "as available".

17.2. To the extent the law allows, we give no warranties of any kind, express or implied.

17.3. This includes warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

17.4. We do not promise that the Site or a newsletter will be available without interruption or errors.

18. Limitation of liability

18.1. We are not liable for any indirect, consequential, incidental, special, exemplary, or punitive damages.

18.2. We are not liable for any lost profits, lost revenue, lost business, lost goodwill, or lost data.

18.3. Our total liability for all claims about a Placement is limited to the fees you paid for it in the 3 months before the claim.

18.4. For a yearly plan, we treat one quarter of the yearly fee as paid in those 3 months.

18.5. These limits apply to all claims, whether in contract, tort, negligence, or any other legal theory.

18.6. These limits apply even if we knew that the damage was possible.

18.7. Some laws do not allow some of these limits. In that case, the limits apply to the fullest extent that the law allows.

18.8. These limits do not reduce your duty to pay fees or your duties under section 19.

19. Indemnity

19.1. You will defend and indemnify us, our owners, members, managers, and contractors against third-party claims.

19.2. This covers all losses, damages, fines, and costs, including reasonable lawyer fees.

19.3. This duty applies to claims that arise from any of these:

• Your Materials.
• Your products or services.
• The acts of your Agents.
• Your breach of these terms or of the law.

19.4. We will tell you about a claim within a reasonable time. A late notice reduces your duty only to the extent that the delay harms you.

19.5. You must not settle a claim that admits fault for us or binds us without our written consent.

20. Contact and notices

20.1. For Orders, billing, and cancellation, email hello@getvibecost.com.

20.2. For legal notices to us, email the same address. Put "Legal notice" in the subject line.

20.3. Our legal name is on your receipt. We give our postal address on request.

20.4. We send notices to you at the email address in your Order. You must keep that address current.

20.5. An email notice counts as received one Business Day after it is sent, unless the sender gets a delivery failure message.

21. Records as evidence

21.1. Our records and the records of our payment processor are evidence of each Order.

21.2. These records include checkout logs, terms acceptance records, payment records, Agent identifiers, payment tokens or mandates, and emails.

21.3. These records prove the Order, its date, its price, and your acceptance of these terms, unless you prove that they are wrong.

22. Confidentiality and publicity

22.1. Some information that we share with you is not public, such as custom prices, unpublished results, or analytics.

22.2. You must keep that information confidential. You may share it only with your staff and advisors who need it.

22.3. During a Paid Period, you may say that you have a paid Placement on the Site.

22.4. You must not say or suggest that we recommend, endorse, rank, or certify your product because of a Placement.

22.5. You must not use our names or logos in any other way without our written consent.

23. Assignment and change of ownership

23.1. We may assign these terms and any active Placement to a buyer of the Site, of any part of it, or of our business.

23.2. We may also assign them to any successor of our business. We will tell you by email after an assignment.

23.3. After an assignment, the new owner is the seller under these terms.

23.4. You may not assign these terms or a Placement without our written consent.

24. Governing law and disputes

24.1. The laws of the State of Wyoming, USA, govern these terms and every Order. Wyoming conflict-of-law rules do not apply.

24.2. Only the state and federal courts located in Wyoming may hear claims about these terms.

24.3. You and we agree to the jurisdiction of those courts.

24.4. We may also sue in any court with jurisdiction to collect unpaid fees or to protect our rights.

24.5. Jury waiver. To the extent the law allows, you and we each waive the right to a jury trial.

24.6. One-year limit. You must start any claim about these terms or a Placement within one year after the claim arises. Otherwise, the claim is barred.

24.7. No class actions. You may bring claims against us only for yourself. You may not bring them as a class member or in a representative action.

25. Changes to these terms

25.1. We may update these terms. We will post each new version with a new version number and effective date.

25.2. The version in force at the time of an Order applies to that Order.

25.3. For a plan that renews, a new version applies from the first renewal at least 30 days after we notify you.

25.4. If you do not agree to a new version, you may cancel before that renewal.

26. General

26.1. Entire agreement. The Product Page and these terms are the entire agreement about Placements.

26.2. Other terms. Terms in your purchase orders, Agent instructions, or similar documents do not apply, even if we accept the Order.

26.3. Site policies. The policies that the Site publishes, such as its disclosure and privacy pages, also apply to your use of the Site.

26.4. If those policies and these Terms of Sale conflict about a purchase, these Terms of Sale control.

26.5. Severability. If a court finds part of these terms unenforceable, that part applies to the extent allowed. The rest stays in force.

26.6. No waiver. If we do not enforce a right, we do not waive it.

26.7. Force majeure. We are not liable for delays or failures that events outside our reasonable control cause.

26.8. Examples include outages of hosting, email, or payment providers, cyberattacks, natural disasters, war, and government action.

26.9. Independent parties. You and we are independent parties. These terms do not create a partnership, joint venture, agency, or endorsement.

26.10. Survival. Sections 4, 7, 8, 9, 13, and 15 to 26 continue after a Placement ends.

26.11. Language. These terms are in English. If we provide a translation, the English version controls.