Ambassador Agreement

"Ambassador" means an individual approved by the Company to participate in the VeyoLabs Ambassador Program under one of the defined tiers set out in Article 3.

"Ambassador Program" means the Company's structured partner and referral program through which approved individuals promote the VeyoLabs platform in exchange for benefits, commissions, and other incentives described in this Agreement.

"Referral Code" means the unique alphanumeric code issued by the Company to an Ambassador, used to track referred users and calculate commissions.

"Referred User" means any individual who creates a VeyoLabs account and/or subscribes to a paid plan using a valid Referral Code issued to an Ambassador.

"Commission" means the monetary or non-monetary benefit paid or credited to an Ambassador upon a qualifying conversion event as defined in Article 4.

"Ambassador Content" means any content — including but not limited to social media posts, videos, stories, reels, reviews, articles, or live streams — created or published by an Ambassador in the context of their participation in the Ambassador Program.

"Platform" means the VeyoLabs AI creative suite, all associated web properties, APIs, mobile applications, and services operated by Cibeeo Inc. SRL.

"Confidential Information" means all non-public information disclosed by the Company to an Ambassador, including product roadmaps, pricing strategies, unreleased features, internal processes, or any other information designated as confidential.

"Term" means the duration of this Agreement as set out in Article 10.

To be eligible for the Ambassador Program, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Have an active, public social media presence on at least one qualifying platform (Instagram, TikTok, YouTube, LinkedIn, X/Twitter, or other platforms approved by the Company);
• Hold an active VeyoLabs account in good standing, or obtain one upon approval;
• Not be subject to any legal, regulatory, or contractual restriction that would prevent you from entering into this Agreement or performing your obligations hereunder;
• Not simultaneously participate in any competing ambassador, affiliate, or referral program for a direct competitor of VeyoLabs, without the prior written consent of the Company.

Approval to the Ambassador Program is granted solely at the Company's discretion. The Company reserves the right to accept or reject any application without providing a reason. Approval to one tier does not guarantee future promotion to a higher tier.

The Ambassador Program operates across three tiers. Tier assignment is determined by the Company based on audience size, engagement, content quality, platform reach, and alignment with VeyoLabs brand values. The Company may reassign an Ambassador to a different tier at any time based on monthly performance review.

All tier benefits are granted on a monthly basis and automatically renewed each month provided that the Ambassador has fulfilled all applicable conditions during the preceding calendar month. Failure to meet any condition in a given month results in suspension of the corresponding benefit for that month, without prejudice to reinstatement in a subsequent month upon condition fulfillment.

The Company reserves the right to modify the tier structure, eligibility criteria, conditions, and benefits associated with each tier upon thirty (30) days written notice to existing Ambassadors.

As a VeyoLabs Ambassador, you agree to:

• Promote VeyoLabs honestly, accurately, and in a manner consistent with the Company's brand guidelines as communicated from time to time;
• Only make truthful, substantiated claims about the Platform's features, capabilities, and benefits;
• Refrain from making comparative claims that disparage, defame, or misrepresent any competitor;
• Promptly notify the Company of any complaints, negative feedback, or legal inquiries you receive related to your Ambassador activities;
• Maintain your social media accounts and public presence to a professional standard consistent with the VeyoLabs brand;
• Complete any onboarding, training, or compliance materials provided by the Company within the timeframes specified;
• Respond to communications from the Company within five (5) business days;
• Not sub-license, transfer, or otherwise grant your Referral Code or Ambassador status to any third party.

You acknowledge and agree that all Ambassador Content must comply with applicable advertising disclosure laws and regulations in your jurisdiction, including but not limited to:

• The United States Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising;
• The European Union's Unfair Commercial Practices Directive and applicable national implementing legislation;
• The Advertising Standards Authority (ASA) rules in the United Kingdom;
• Romanian Law no. 363/2007 on combating unfair commercial practices, and any applicable ANPC regulations;
• The platform-specific content policies of Instagram, TikTok, YouTube, LinkedIn, and any other platforms on which you publish Ambassador Content.

Without limiting the foregoing, you must clearly and conspicuously disclose your material relationship with VeyoLabs in every piece of Ambassador Content using disclosures such as #ad, #sponsored, #VeyoPartner, or equivalent language that is clearly visible and understandable to your audience prior to engagement with the content.

Failure to make required disclosures may result in immediate termination of this Agreement and may expose you to personal legal and regulatory liability, for which the Company shall bear no responsibility.

Subject to the terms of this Agreement, the Company will provide compensation to Ambassadors as follows:

The Company reserves the right to modify commission rates and structures upon thirty (30) days written notice. Continued participation in the Program after notice constitutes acceptance of the new rates.

Company IP License to Ambassador: The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the VeyoLabs name, logo, brand assets, and approved marketing materials solely for the purpose of fulfilling your Ambassador obligations under this Agreement. This license is conditioned upon your compliance with the Company's brand guidelines and terminates automatically upon termination of this Agreement.

Ambassador Content Ownership: You retain ownership of Ambassador Content you create. However, you grant the Company a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, display, distribute, and adapt your Ambassador Content (including your name, likeness, and handle) for the Company's marketing, promotional, and editorial purposes.

No Modification of Company IP: You must not alter, adapt, or create derivative works of the Company's brand assets without prior written approval. You must not use the Company's IP in a manner that could reasonably cause confusion, imply an endorsement beyond your Ambassador role, or damage the Company's reputation.

Platform-Generated Content: Content generated using the VeyoLabs Platform is subject to the intellectual property provisions of the VeyoLabs Terms of Service, which are incorporated herein by reference.

During the Term and for a period of two (2) years following termination, you agree to:

• Hold all Confidential Information in strict confidence using at least the same degree of care you use to protect your own confidential information, but no less than reasonable care;
• Not disclose any Confidential Information to any third party without the prior written consent of the Company;
• Use Confidential Information solely for the purpose of fulfilling your obligations under this Agreement;
• Promptly notify the Company upon becoming aware of any actual or suspected unauthorized disclosure or use of Confidential Information.

Confidential Information does not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of yours; (c) was rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided you give the Company prompt prior written notice.

As an Ambassador, you are expressly prohibited from:

• Making false, misleading, or unsubstantiated claims about the Platform or its capabilities;
• Self-referring — using your own Referral Code to obtain a discount on your own subscription;
• Generating artificial, fraudulent, or incentivized referrals through any means, including buying followers, using bot traffic, or incentivizing users with cash payments;
• Engaging in spam, unsolicited messaging, or any form of communication that violates applicable anti-spam laws;
• Using the VeyoLabs name or brand assets in any manner that could constitute trademark infringement, passing off, or unfair competition;
• Publishing Ambassador Content on platforms or in contexts associated with illegal activity, hate speech, adult content, or any material that could damage the Company's reputation;
• Attempting to reverse-engineer, scrape, or extract proprietary data or technology from the Platform;
• Representing yourself as an employee, officer, or official spokesperson of VeyoLabs or Cibeeo Inc. SRL;
• Assigning or transferring your rights or obligations under this Agreement without the Company's prior written consent.

Violation of any prohibited activity may result in immediate termination of this Agreement, clawback of previously paid commissions, and pursuit of available legal remedies.

Term: This Agreement commences on the date your Ambassador application is approved by the Company and continues until terminated by either party as set out below.

Termination by Ambassador: You may terminate this Agreement at any time by providing thirty (30) days written notice to the Company at office@veyolabs.com. During the notice period, you remain bound by all obligations of this Agreement.

Termination by Company: The Company may terminate this Agreement:

• At any time, for any reason or no reason, with thirty (30) days written notice;
• Immediately, without notice, in the event of your material breach of this Agreement, violation of the VeyoLabs Terms of Service, fraudulent activity, conduct that damages the Company's reputation, or any prohibited activity under Article 9.

Effect of Termination: Upon termination: (a) your Referral Code will be deactivated; (b) your license to use Company IP is immediately revoked; (c) any unpaid commissions earned prior to the effective termination date will be paid within sixty (60) days, subject to any outstanding disputes or fraud investigations; (d) the confidentiality obligations under Article 8, intellectual property provisions under Article 7, and all accrued liability survive termination.

This Agreement is subject to and incorporates by reference the VeyoLabs Terms of Service and Privacy Policy in their entirety. In the event of any conflict between the terms of this Agreement and the Terms of Service, the Terms of Service shall prevail unless this Agreement expressly provides otherwise.

As an Ambassador, your use of the Platform is subject to all provisions of the Terms of Service applicable to registered users, including but not limited to acceptable use, content policies, intellectual property rights, limitation of liability, and dispute resolution.

Your personal data collected in connection with the Ambassador Program is processed in accordance with the VeyoLabs Privacy Policy and applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and Romanian data protection legislation.

Limitation of Liability: To the maximum extent permitted by applicable law, the Company's total liability to you arising out of or in connection with this Agreement shall not exceed the total commissions paid to you in the three (3) months immediately preceding the event giving rise to the claim.

Indemnification: You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your participation in the Ambassador Program; (b) any Ambassador Content you publish; (c) your breach of this Agreement; (d) your violation of any applicable law or third-party right; or (e) any claim by a Referred User arising from representations you made to them beyond the scope of this Agreement.

No Warranty: The Platform is provided "as is." The Company makes no representations or warranties regarding the Platform's performance, uptime, or fitness for a particular purpose beyond those expressly set out in the Terms of Service.

You are an independent contractor of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company.

You have no authority to bind the Company to any contract, obligation, or representation. You are solely responsible for your own taxes, insurance, and statutory contributions arising from your participation in the Ambassador Program.

This Agreement is governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably within thirty (30) days of written notice of the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Bucharest, Romania.

Notwithstanding the foregoing, the Company reserves the right to seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property rights, trade secrets, or Confidential Information.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to by the Company in writing.

The Company reserves the right to amend this Agreement at any time by providing thirty (30) days advance written notice to Ambassadors via email or through the Platform. Amendments to address changes in law, regulatory requirements, or to correct errors may take effect immediately upon notice.

Your continued participation in the Ambassador Program following the effective date of any amendment constitutes your binding acceptance of the amended Agreement. If you do not agree to an amendment, you must terminate this Agreement before the amendment takes effect.

This Agreement, together with the VeyoLabs Terms of Service, Privacy Policy, and any supplemental tier-specific agreement entered into between the parties, constitutes the entire agreement between you and the Company with respect to the Ambassador Program and supersedes all prior and contemporaneous understandings, communications, and agreements, whether written or oral, relating to the same subject matter.

No amendment to this Agreement shall be binding unless made in writing and accepted in the manner described in Article 16. No oral representation or modification shall have any legal effect.