DRAFT — preliminary version for legal review. Last updated: August 30, 2026
IMPORTANT NOTICE: This document is a working draft prepared as a starting point and does NOT constitute legal advice. It must be reviewed, corrected, and approved by an attorney licensed in the State of Georgia (and any other relevant jurisdiction) before publication or use to legally bind Vampalla users. Sections marked [TO COMPLETE] must be filled in with the business's exact, verified information.
By creating an account, accessing, or using the Vampalla application (the "Service"), operated by Vampalla Technologies LLC, a limited liability company organized under the laws of the State of Georgia, with its address at 109 Coastal Ln, Statham, GA 30666, United States ("Vampalla", "we", "us", "our"), you ("the User", "you") represent that you have read, understood, and agreed to be legally bound by these Terms of Service ("Terms"), as well as our Privacy Policy. If you do not agree to these Terms, you must not use the Service.
These Terms constitute a legally binding agreement between you and Vampalla. Continued use of the Service after any modification to these Terms constitutes your acceptance of such changes.
Vampalla is a web application that offers a conversational experience powered by artificial intelligence ("the AI" or "Vampalla"), including, among other features: text conversation, AI-generated and edited images, personalized memory of user preferences, and related features offered under paid subscription plans.
Content and responses generated by Vampalla are produced by an artificial intelligence system and do NOT reflect the opinion, verified knowledge, or professional judgment of Vampalla as a company, its founders, employees, or affiliates.
Vampalla does not substitute, and should not be used as a substitute for:
If you or someone you know is experiencing a mental health crisis, suicidal ideation, or an emergency, you should immediately contact your local emergency services (in the United States: 911, or the Suicide & Crisis Lifeline by calling or texting 988) or a qualified health professional. Vampalla is not designed or authorized to provide emergency treatment and does not monitor conversations in real time for crisis-intervention purposes.
Vampalla is a conversational entertainment product and is not designed, tested, or intended to replace human relationships, real emotional bonds, or the social or emotional support a person may need. The User acknowledges that prolonged or frequent interaction with a conversational AI system may create a sense of connection, dependency, or emotional attachment toward the AI, and that such perception does not correspond to a real relationship or to the understanding, care, or judgment of a human being. Vampalla does not monitor, evaluate, or intervene in the User's usage patterns for psychological well-being purposes, and recommends moderate, mindful use of the Service. Users are encouraged to maintain and prioritize their human, family, and professional relationships, and to seek support from a mental health professional if they notice that their use of the Service is negatively affecting their emotional well-being, relationships, or daily life.
The Service is intended exclusively for individuals over the age of 18, or the legal age of majority in their jurisdiction of residence, whichever is greater. By using Vampalla, you represent and warrant that:
Vampalla reserves the right to request age verification at any time and to suspend or terminate accounts reasonably determined to belong to minors, without a refund of subscriptions already paid, unless applicable law requires otherwise.
To use the Service, you must create an account by providing a valid email address. Access is granted through login links ("magic links") sent to your email, without the use of traditional passwords.
You are responsible for:
Vampalla is not responsible for losses resulting from unauthorized access to your account when such access results from the User's negligence in protecting their email or other means of access.
Vampalla offers paid subscription plans ("Trial", "Standard", "Premium", and others that may be introduced in the future) with different levels of access to messages and generated images, as described in the application at the time of purchase.
[LEGAL NOTE — VERIFIED August 26, 2026]: The FTC's federal "Click-to-Cancel" rule was judicially vacated in 2025 due to procedural errors and is currently NOT in effect as a formal federal rule (the FTC began the process to revive it in 2026, still unresolved). However, Georgia's Online Automatic Renewal Transparency Act (in effect since January 1, 2024) DOES apply directly to Vampalla Technologies LLC as a Georgia-organized entity. This law does not require offering refunds, but it does require: (a) clearly and conspicuously disclosing automatic renewal terms before purchase, and (b) providing an online cancellation mechanism (a clear link or cancellation email) that is at least as easy as the sign-up process. PENDING SYSTEM ACTION (not just this document): confirm that the application allows the user to cancel their subscription online, self-service, without requiring manual contact with support, to comply with this currently effective legal requirement. See technical to-do list.
By using Vampalla, you agree NOT to:
Vampalla reserves the right to suspend or terminate, at its sole discretion and without prior notice, any account that violates this section, without a right to a refund.
You acknowledge and agree that content generated by Vampalla (text and images) is produced by artificial intelligence models that may, at times:
You are solely responsible for critically evaluating and independently verifying any information obtained through Vampalla before acting on it, especially regarding health, financial, legal, or personal safety matters.
Additionally, the User acknowledges that Vampalla's AI may be designed to hold warm, personalized, or emotionally engaging conversations, and that this product feature may encourage longer usage time or a perception of personal connection with "Vampalla". This does not, under any circumstances, constitute a real relationship, genuine value judgment, or emotional care from a person or professional. The User assumes responsibility for setting their own healthy limits on use of the Service.
The Service, including its software, design, "Vampalla" brand, logos, and other elements (excluding User-generated content), is the exclusive property of Vampalla and is protected by intellectual property laws.
Regarding content generated through the AI in response to User requests (including text and images, "Generated Content"), and in accordance with the terms of service of the underlying artificial intelligence providers used by Vampalla, ownership of Generated Content is assigned by such providers to Vampalla, in its capacity as a customer of those services. Accordingly, Vampalla retains ownership of the Generated Content.
Notwithstanding the foregoing, Vampalla grants the User a personal, non-exclusive, non-transferable, and revocable license to view, download, and use the Generated Content created for them, solely for personal, non-commercial purposes. This license does NOT include the right to resell, sublicense, commercially distribute, or economically exploit the Generated Content without Vampalla's prior written consent.
The User acknowledges that content generated entirely by an artificial intelligence system, without substantial human creative input, may not be eligible for copyright protection under current U.S. law, and that neither Vampalla nor the User can guarantee such protection.
Vampalla will not use a specific User's Generated Content for marketing, advertising, or public promotion purposes without the User's prior, express, and separate consent. Vampalla reserves the right to remove, restrict access to, or refuse to generate Content that violates Section 7 of these Terms.
The use of the Service is also governed by our Privacy Policy (the "Vampalla — Privacy Policy" document, available separately), which describes in detail how your personal information is collected, used, stored, shared, and protected, including registration data, conversation content, generated images, and payment data processed through Stripe. For privacy questions, you may contact us at: vampallatm@gmail.com.
[TO COMPLETE WITH ATTORNEY]: The Privacy Policy was drafted assuming the Service is primarily aimed at users in the United States. If Vampalla processes data of users in the European Union, United Kingdom, California, or other jurisdictions with specific privacy laws (GDPR, CCPA, etc.), additional compliance sections and mechanisms are required in that document before operating in those jurisdictions.
[IMPORTANT FOR KERRY: No document can make a user "waive any claim" absolutely — that is not enforceable under the law of any U.S. state, especially against gross negligence, fraud, or intentional misconduct. What is legal and effective is the Beta/Demo assumption-of-risk clause drafted below, which reinforces (not replaces) Sections 12 and 13. It should be reviewed and adjusted with the attorney.]
The User expressly acknowledges and agrees that, as of the date of these Terms, Vampalla is in a demonstration, testing, and active development phase (the "Demo/Beta Phase"). This means the Service:
BY REGISTERING AND USING THE SERVICE DURING THE DEMO/BETA PHASE, THE USER STATES THAT THEY UNDERSTAND THIS EXPERIMENTAL NATURE, THAT THEIR PARTICIPATION IS ENTIRELY VOLUNTARY, AND THAT THEY KNOWINGLY ASSUME THE RISKS INHERENT IN USING A PRODUCT UNDER ACTIVE DEVELOPMENT. THIS ASSUMPTION OF RISK IS IN ADDITION TO, AND REINFORCES, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 12 AND 13 OF THIS DOCUMENT, AND WILL BE ESPECIALLY RELEVANT IN EVALUATING ANY CLAIM RELATED TO TECHNICAL FAILURES, LOSS OF CONTENT, SERVICE INTERRUPTIONS, OR UNEXPECTED AI RESULTS OCCURRING DURING THIS PERIOD.
Vampalla commits to reviewing and updating this section, as well as the rest of these Terms, as the Service evolves toward a general availability phase, and will notify users of material changes in accordance with Section 18.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
Vampalla does not guarantee the accuracy, completeness, or reliability of any AI-generated content, nor that the Service will meet the User's specific requirements.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VAMPALLA, ITS FOUNDERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM:
IN NO EVENT SHALL VAMPALLA'S TOTAL AGGREGATE LIABILITY TO THE USER FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE AMOUNT PAID BY THE USER TO VAMPALLA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
[TO COMPLETE WITH ATTORNEY]: Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages, so these limitations may not fully apply to all users. Appropriate jurisdictional savings language must be included.
You agree to defend, indemnify, and hold harmless Vampalla, its founders, employees, contractors, and affiliates from and against any claim, demand, loss, liability, damage, cost, and expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third party's rights, including intellectual property or privacy rights; or (d) any content you generate, submit, or share through the Service.
Vampalla may suspend or terminate your access to the Service at any time and for any reason, including but not limited to violation of these Terms, without prior notice and without liability to the User.
You may terminate your account at any time by canceling your subscription through the mechanisms available in the application. Sections of these Terms that by their nature should survive termination (including, without limitation, Sections 8, 11, 12, 13, 14, 17, and 18) will remain in effect.
[LEGAL NOTE — VERIFIED August 26, 2026, HIGHEST-RISK SECTION OF THIS DOCUMENT]: The Georgia Arbitration Code (O.C.G.A. Title 9, Chapter 9) expressly excludes from its state framework contracts involving consumer acts or transactions. However, since Vampalla provides services over the internet and interstate commerce, the Federal Arbitration Act ("FAA") likely preempts that state exclusion. This is a genuinely complex area of legal interpretation, and this clause was drafted applying general best practices for conspicuousness and fairness to maximize its likelihood of being enforceable, but it has NOT been reviewed by a licensed attorney. Of this document's 21 sections, this one carries the highest risk of not being enforceable as written, and should be the first priority for legal review once the business generates revenue.
IMPORTANT NOTICE: THIS SECTION CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.
Except for claims that qualify for small claims court or that seek injunctive relief related to misuse of Vampalla's intellectual property, you and Vampalla agree that any dispute, controversy, or claim arising out of or related to these Terms or use of the Service will be resolved through individual binding arbitration, administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules in effect at the time the proceeding is initiated, and not through a jury trial or class action.
YOU AND VAMPALLA WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS LAWSUIT, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY ONLY RESOLVE CLAIMS ON AN INDIVIDUAL BASIS AND MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE USER.
Right to opt out: You may reject this arbitration clause by sending written notice to vampallatm@gmail.com within thirty (30) days of the date you first accepted these Terms, clearly stating your name, the email associated with your account, and your intent to opt out of arbitration. If you exercise this right, disputes between you and Vampalla will be resolved in the competent courts of Barrow County, Georgia, without prejudice to the other provisions of these Terms.
Arbitration will be conducted on an individual basis and not in a group or class setting. The arbitrator's award will be final and binding, and may be confirmed as a judgment by any court of competent jurisdiction. If any part of this arbitration clause is found unenforceable, the remainder of the clause will remain in effect, except the class action waiver, whose invalidity will render this entire Section 16 void, in which case disputes will be resolved in the competent courts of Barrow County, Georgia.
These Terms will be governed by and construed in accordance with the laws of the State of Georgia, United States, without giving effect to its conflict-of-laws principles, except to the extent U.S. federal law provides otherwise.
Vampalla reserves the right to modify these Terms at any time. We will notify material changes through reasonable notice within the application or by email. Continued use of the Service after such changes constitutes your acceptance of the modified Terms.
If any provision of these Terms is found invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Vampalla regarding the Service.
For questions about these Terms, you may contact us at: vampallatm@gmail.com.
By checking the acceptance box during registration, you expressly confirm that:
END OF DRAFT. Reminder: this document was generated as a starting point and contains multiple sections marked [TO COMPLETE] that require specific business decisions and final drafting by an attorney licensed in Georgia before official publication or use.