Terms & Conditions

Last Updated: October 14, 2025 | Effective Date: October 14, 2025

These Terms and Conditions ("Terms") govern your use of VBPi AI software and services provided by Vitabyte Inc. ("Vitabyte," "we," "us," or "our"). By accessing or using VBPi AI, you agree to be bound by these Terms.

1. Acceptance of Terms

By signing up for, accessing, or using VBPi AI, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use our services.

2. Service Description

2.1 VBPi AI Platform

VBPi AI is an AI-powered analytics platform designed for Oracle Simphony POS systems, providing:

• Natural language query interface for restaurant data analysis
• Real-time business intelligence and reporting
• Predictive analytics and recommendations
• Anomaly detection and fraud prevention
• Custom dashboards and visualizations

2.2 Subscription Tiers

We offer multiple subscription tiers with varying features and support levels:

• Professional: For independent operators and small chains (1-10 locations)
• Enterprise: For growing restaurant groups (10-50 locations)
• Enterprise Plus: For large chains and hospitality groups (50+ locations)

Full pricing and feature details are available at vbpi.ai/pricing.

3. Account Registration

3.1 Account Creation

To use VBPi AI, you must:

• Provide accurate and complete information during registration
• Be at least 18 years of age
• Have authority to bind your organization to these Terms
• Maintain the security of your account credentials

3.2 Account Responsibility

You are responsible for:

• All activities that occur under your account
• Maintaining the confidentiality of login credentials
• Notifying us immediately of any unauthorized access
• Ensuring your team members comply with these Terms

4. License Grant

4.1 Software License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable license to:

• Install and use VBPi AI software on your infrastructure
• Access the platform through authorized user accounts
• Use the software for your internal business purposes only

4.2 License Restrictions

You may NOT:

• Copy, modify, or create derivative works of the software
• Reverse engineer, decompile, or disassemble the software
• Rent, lease, loan, sell, or sublicense the software
• Remove or alter any proprietary notices
• Use the software to provide services to third parties
• Use the software in violation of applicable laws

4.3 White-Label Licensing

White-label licenses are available under separate Enterprise Plus agreements with additional terms.

5. Fees and Payment

5.1 Subscription Fees

Subscription fees are based on the number of locations and selected tier. Fees are:

• Billed monthly or annually (at your selection)
• Due in advance of each billing period
• Subject to annual increases (maximum 5% per year)
• Non-refundable except as expressly stated in these Terms

5.2 Implementation Fees

One-time implementation fees apply based on deployment complexity. These fees cover:

• Software installation and configuration
• Integration with Oracle Simphony
• Initial training sessions
• Go-live support

5.3 Payment Terms

• Due Date: Net 30 from invoice date (or as specified in your agreement)
• Late Payments: 1.5% monthly interest on overdue amounts
• Suspension: Services may be suspended for accounts 15+ days overdue
• Termination: We may terminate accounts 30+ days overdue

5.4 Taxes

All fees are exclusive of taxes. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority.

6. Service Level Agreement (SLA)

6.1 Uptime Commitment

Tier	Uptime SLA	Support Response
Professional	99.5%	48 hours (email)
Enterprise	99.9%	24 hours (priority)
Enterprise Plus	99.95%	15 minutes (24/7)

6.2 Service Credits

If we fail to meet the uptime SLA, you may be eligible for service credits:

• 99.0-99.5% uptime: 10% monthly credit
• 95.0-99.0% uptime: 25% monthly credit
• Below 95% uptime: 50% monthly credit

Service credits must be requested within 30 days of the incident and are your sole remedy for SLA breaches.

6.3 SLA Exclusions

The SLA does not apply to downtime caused by:

• Your infrastructure, network, or internet connectivity issues
• Scheduled maintenance (with 48-hour notice)
• Force majeure events
• Your misuse or violation of these Terms
• Third-party services (Oracle Simphony downtime)

7. Data Ownership and Usage

7.1 Your Data Ownership

You own all your data. This includes:

• Sales data, employee information, transaction records
• Reports, dashboards, and analytics generated by VBPi AI
• Custom configurations and settings

7.2 Data Location and Control

Your operational data remains on your infrastructure. We:

• Do NOT have access to your operational data
• Do NOT store your operational data on external servers
• Do NOT process your data through public cloud APIs
• Provide tools for you to export, backup, and delete your data

7.3 Aggregated Analytics

We may use anonymized, aggregated data to:

• Improve our services and AI models
• Develop industry benchmarks (with no identifiable information)
• Create statistical analyses

This aggregated data cannot be used to identify you or your business.

8. Intellectual Property

8.1 Our Intellectual Property

We retain all rights, title, and interest in:

• VBPi AI software and platform
• Our trademarks, logos, and branding
• AI models and algorithms
• Documentation and materials
• Improvements and enhancements we develop

8.2 Feedback

If you provide feedback, suggestions, or ideas about VBPi AI, we may use them without any obligation to you. You grant us a worldwide, perpetual, royalty-free license to use such feedback.

9. Confidentiality

9.1 Confidential Information

Both parties agree to protect each other's confidential information, including:

• Business strategies and pricing
• Technical information and trade secrets
• Customer lists and financial information

9.2 Security Measures

We implement industry-standard security measures including:

• 256-bit AES encryption
• Role-based access controls
• Regular security audits
• SOC 2 Type II certification

10. Term and Termination

10.1 Subscription Term

• Monthly: Auto-renews each month until cancelled
• Annual: Auto-renews each year unless cancelled 30 days before renewal

10.2 Cancellation

You may cancel by:

• Providing 30 days written notice
• Paying any outstanding fees
• Exporting your data before termination

10.3 Termination for Cause

We may terminate your account immediately if you:

• Violate these Terms
• Fail to pay fees for 30+ days
• Engage in fraudulent or illegal activities
• Pose a security risk

10.4 Effects of Termination

Upon termination:

• Your license to use VBPi AI ends immediately
• You must cease all use of the software
• You have 30 days to export your data
• We may delete your account information after 90 days
• You remain liable for all fees incurred

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that VBPi AI will:

• Perform substantially as described in our documentation
• Be provided in a professional manner
• Comply with applicable laws

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, VBPI AI IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The service will be uninterrupted or error-free
• Results will be accurate or reliable in all cases
• All errors will be corrected

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

12.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

12.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Violations of applicable law that cannot be limited

13. Indemnification

You agree to indemnify and hold harmless Vitabyte from any claims, damages, and expenses (including reasonable attorneys' fees) arising from:

• Your use of VBPi AI in violation of these Terms
• Your violation of applicable laws or regulations
• Your infringement of third-party rights
• Your data or content provided to the platform

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of New York, USA, without regard to conflict of law provisions.

14.2 Arbitration

Any disputes shall be resolved through binding arbitration in New York, NY under the American Arbitration Association's Commercial Arbitration Rules.

14.3 Exceptions

Either party may seek injunctive relief in court for:

• Intellectual property infringement
• Confidentiality breaches
• Urgent matters requiring immediate relief

15. General Provisions

15.1 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations to any successor or affiliate.

15.2 Force Majeure

Neither party shall be liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

15.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

15.4 Entire Agreement

These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and Vitabyte regarding VBPi AI.

15.5 Amendments

We may modify these Terms by providing 30 days notice. Continued use after changes constitutes acceptance. Material changes require your explicit consent.

15.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

16. Contact Information

For questions about these Terms, contact us:

Version 1.0 | Effective October 14, 2025 | Privacy Policy