VeyoLabs means CIBEEO INC SRL, Romania. Client means the legal entity identified in the accepted Order Form. This agreement comprises these versioned legal terms and its accepted commercial, technical and data-processing annexes. Mandatory law prevails, followed by express bilateral amendments, these legal terms and applicable platform policies to the extent consistent with them. An Order Form controls its expressly agreed commercial and technical scope, not a silent expansion of warranties or liability. Prior correspondence is not an additional entitlement unless incorporated. If another agreement covers the same engagement, the parties must identify which instrument prevails; distinct agreement families do not automatically supersede one another.

The accepted Order Form and Annex C exclusively specify the plan, models, configurations, resource allocation, fees, discounts, taxes, payment schedule, usage rates and optional services. No capacity, exclusivity, model availability, iteration allowance or professional service is purchased merely by a general legal clause. VeyoLabs may operate reasonable queues and safety controls; any contracted burst restrictions, service-level remedies and support commitments must be stated in the accepted schedule. No unlisted service-level guarantee is created.

The initial term, activation conditions, renewal mechanism, non-renewal notice, invoicing and any agreed late-payment or early-exit charges are those expressly stated in the Order Form. Tax treatment follows applicable law and the accepted itemised schedule. The issuer, CIBEEO INC. SRL (CUI: 51062695, VAT ID: RO54255178), is VAT-registered in Romania. Romanian VAT applies where legally due at the rate in force for the transaction. EU B2B reverse charge requires documented eligibility under the applicable place-of-supply and customer-status rules. Supplies to non-EU taxable persons may fall outside the scope of Romanian VAT under Art. 278 of the Cod Fiscal where its conditions are met; a foreign address alone does not establish eligibility. Consumer and other supplies follow the applicable VAT and OSS rules where relevant. The accepted commercial annex and invoice specify the tax treatment and whether quoted amounts include VAT; this notice does not change negotiated net prices or retrospectively recalculate issued invoices or executed agreements. VeyoLabs may suspend unpaid services after the contractual notice and cure period; suspension does not erase accrued amounts. New commercial rates do not retroactively reprice accepted work. Where renewal terms are absent, a new commitment requires written acceptance rather than an assumed automatic extension.

Only the expressly accepted SLA applies. Beta and experimental features are provided as-is without a separate SLA unless expressly agreed. Upstream outages, safety refusals and events outside reasonable control are handled under the applicable exclusions and agreed remedies. VeyoLabs shall use reasonable efforts to notify Client of material service changes, with the contractual notice where within its control. Provider withdrawals may require shorter notice; no identical replacement or permanent availability is guaranteed. Material reductions are addressed under the agreed termination rights and mandatory law.

Client retains its pre-existing scripts, references, brands and input rights and grants only the processing permissions necessary to perform the services. For an Enterprise MSLA, VeyoLabs assigns to Client, upon payment of applicable amounts, any transferable economic rights it actually holds in delivered outputs, or grants the expressly elected output licence. It claims no participation in external exploitation revenue merely because its platform was used. A Standard Brand deal receives only the rights expressly elected in its separate schedule. VeyoLabs retains its platform, software, models, tools, know-how and pre-existing marks. No third-party rights, worldwide exclusivity, copyrightability or independent human authorship are guaranteed.

Editorial direction, selection and other human contribution may support rights under applicable law; use of an AI tool does not itself establish legal authorship. Non-transferable moral rights remain with their lawful holders. Performer, producer, music, likeness and voice rights require the relevant instruments where legally necessary. Client is responsible for obtaining contributor assignments and releases and may transfer its lawfully held content rights to its end client. This does not transfer platform access or the service agreement. VeyoLabs will not oppose Client trademark or trade-dress filings solely because the original production used the platform; unrelated prior rights and VeyoLabs pre-existing marks remain reserved.

Each party shall protect the other party’s confidential information using reasonable safeguards and disclose it only to authorised personnel and service providers as necessary for performance or lawful requirements. VeyoLabs will not use Client’s private inputs, prompts, outputs or session data to train or improve models operated by VeyoLabs without separate explicit permission. External-provider processing, retention and training restrictions must be documented in the accepted technical and data-processing annexes; no undisclosed provider dataset or universal zero-retention representation is made. Required operational and security telemetry remains subject to purpose limitation and confidentiality.

For personal data processed on Client’s behalf, Client is controller and VeyoLabs is processor, except for processing for its own independently applicable legal purposes. Processing is limited to documented lawful instructions. Before covered personal-data processing, the parties shall identify purpose, duration, data types, data subjects, processing locations and authorised sub-processors in the accepted GDPR Article 28 DPA. VeyoLabs shall impose required processor obligations, confidentiality and appropriate safeguards, assist with data-subject requests, incidents and impact assessments as required, and provide necessary compliance information. Sub-processor additions require the DPA notice and objection procedure. Transfers outside the EEA require a lawful mechanism; EU storage alone is not a promise of EU-only processing.

VeyoLabs maintains reasonable technical and organisational measures appropriate to risk, not a warranty of impenetrability. Specific certification, penetration-test results, dedicated isolation and security controls are represented as included only where identified and supported in an accepted annex. Security incidents affecting Client data shall be notified without undue delay as legally required, with available information and cooperation. Contractual audits must protect other tenants, security and proprietary materials and use agreed access methods; mandatory statutory audit rights remain unaffected. No unrestricted server access, model-weight escrow or source-code delivery is implied.

Client is responsible for its authorised users, credentials and lawful instructions. Seats, API access, limits and integration scope are specified by the accepted plan. Client shall not resell platform access, bypass access or safety controls, compromise other tenants, produce unlawful material or conduct prohibited scraping. VeyoLabs may suspend access reasonably necessary to address imminent security, unlawful-use or platform-integrity risks, with notice where safe and practicable. Applicable content policies continue to apply where consistent with this agreement.

Client must hold the necessary rights and lawful permissions for real-person likenesses, voice, personal data and biometric processing. Provider eligibility, a QR verification flow, a persona identifier or an approved asset status are technical/account evidence, not an independently verified contributor release or permission for every use. Applicable platform identity and eligibility checks must still be completed. Client shall retain the relevant consent and contributor instruments and provide evidence reasonably required for a specific lawful claim or compliance request.

Available exports may contain prompts, recorded metadata, source references, media, task identifiers, timestamps and hashes. A registered certificate binds the recorded evidence snapshot, not the truth of every browser-supplied statement, legal authorship, title or clearance. Unsaved state must be distinguished from saved records. Missing, inaccessible or unsupported evidence must be disclosed; seeds, checkpoints and historical decisions must not be invented. File hashes and a registry signature are not an independently audited chain of custody, a qualified electronic signature or a trusted timestamp. Provider approval does not establish legal consent.

Master formats, finishing, visible-watermark treatment and authenticity deliverables are those in the accepted technical specification. C2PA, IPTC or other embedded credentials are supplied only where explicitly specified and technically supported; an evidence ZIP or PDF is not itself an embedded C2PA credential. Required legal disclosures must not be removed. Client is responsible for downstream disclosure, broadcaster specifications and lawful exploitation. Authorised edits may require replacement provenance; loss of metadata alone does not automatically extinguish otherwise valid content rights.

IP review, screening, production supervision, clearance assistance, chain-of-title binders and enhanced certification are included only in an accepted service annex defining deliverables, responsibilities, exclusions and acceptance criteria. They are not legal advice unless supplied under a separate authorised professional engagement, nor a guarantee of non-infringement, registration, broadcaster acceptance or insurer acceptance. E&O insurance is not included unless expressly documented. Additional services do not automatically enlarge indemnity or liability.

The accepted production schedule defines previews, regenerations, editing, revisions, acceptance criteria and failure-resolution procedures. Identical prompts, references or seeds do not guarantee reproducibility. A browser, transport or polling interruption alone does not establish task failure. Usage settlement follows recorded task status and the accepted billing, dispute and refund provisions. Client shall identify a disputed task and preserve reasonably available evidence. No remedy in this clause limits non-waivable rights.

The accepted data-processing and delivery schedules control media retention, export windows, backups and deletion. Client is responsible for timely export and secure retention of its delivered evidence. A certificate request does not extend storage of underlying media or imply recovery after deletion. Legal records may be retained where required or justified under applicable law, separately from production-media retention and with purpose limitation. Extended archiving, asset escrow and destruction attestations require an express supported arrangement; no automatic cryptographic wipe of every provider location is promised.

Each party warrants authority to enter this agreement. Client warrants the lawful permissions needed for its inputs and instructions. VeyoLabs warrants that it may provide the platform services within the agreed scope. Except for express supported commitments and mandatory law, outputs and third-party services are not warranted unique, error-free, copyrightable or cleared for every purpose. No warranty is made about an undisclosed external training dataset. Client remains responsible for final editorial selection and independent clearance where necessary.

Client shall defend and indemnify VeyoLabs against third-party claims caused by unlawful Client inputs, instructions, exploitation or missing rights and releases, to the extent attributable to Client. VeyoLabs shall defend claims that its own platform architecture as supplied infringes third-party intellectual property, excluding Client inputs, modifications, unauthorised combinations, output-specific claims and external-provider components outside that undertaking. The protected party must give prompt notice, reasonable cooperation and control of defence; no settlement admitting fault or imposing non-monetary obligations may bind it without consent. VeyoLabs may remedy an affected service or terminate the affected portion with the applicable unused-prepayment remedy. Indemnities remain subject to the liability provisions.

To the extent legally permitted, each party’s aggregate liability under this agreement, including indemnity, is limited to the fees actually paid for the affected engagement during the twelve months preceding the claim. Neither party is liable for indirect or consequential loss, lost profits, opportunities or goodwill to the extent legally excludable. These limitations do not exclude liability that mandatory law forbids limiting, including applicable fraud, intentional wrongdoing or death/personal-injury liability. Client payment obligations are not reduced by the damages cap. No separate certificate, optional service or commercial calculation silently changes these limits.

Either party may terminate for a material breach not cured within thirty days after written notice, or for insolvency where lawful. Non-curable serious unlawful conduct may justify immediate termination; proportionate urgent suspension remains available under the permitted-use clause. Convenience termination and its commercial consequences require the accepted Order Form. VeyoLabs’ breach does not trigger a Client early-exit penalty. On termination, accrued lawful amounts remain due and export, refunds and deletion follow the accepted schedules and mandatory law. Content rights already lawfully acquired do not disappear merely because access ends.

A party is excused from affected performance while a qualifying event beyond reasonable control prevents it, subject to notice, mitigation and applicable law. Ordinary avoidable failures are not automatically force majeure. Persistent interruption and any termination or refund remedy follow the accepted agreement and non-waivable rights. VeyoLabs is not required to supply an unavailable upstream model or materially different service as though it were identical.

Client names, logos, confidential projects and production examples may be used for publicity only with Client’s separate permission. Either party’s transfer of the service agreement requires the other’s consent except an expressly accepted lawful corporate-successor arrangement that preserves obligations. Client content licensing is distinct from agreement assignment. Parties shall retain executed documents and evidence reasonably necessary for contractual, tax and legal purposes. Legitimate audit requests must remain proportionate and protect confidential information.

Each party shall comply with applicable laws, including data protection, AI disclosure, sanctions and export restrictions. VeyoLabs may request proportionate business-verification information and refuse or suspend prohibited transactions; this is not a representation that every system is classified as high-risk or that every output has regulatory clearance. Client shall not evade restrictions through intermediaries or credentials. Financial compliance controls do not create an undisclosed participation right in Client revenues.

Romanian law applies unless an expressly accepted lawful jurisdiction annex provides otherwise. Disputes unresolved by good-faith discussions are referred to the Court of International Commercial Arbitration at CCIR, Bucharest under its applicable rules, unless the accepted dispute annex specifies another forum. Mandatory EU and other non-waivable protections remain applicable. A separately issued Studio agreement does not inherit this arbitration clause without express incorporation.

An authorised signatory’s typed-name acceptance and recorded countersignature may evidence an electronic agreement under applicable law and eIDAS Article 25(1). This flow does not claim a qualified electronic signature or automatic handwritten-signature equivalence under Article 25(2). The accepted document version, digest, selected annexes and agreed amendments must be retained with the acceptance record. Proposed edits are not agreed merely because submitted; countersignature must explicitly accept the submitted amended package or the Client must accept a reissued package. Amendments require express bilateral acceptance. Invalid provisions are severable to the extent lawful.