Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Invictus Logic LLC (“Vubio,” “we,” “us,” or “our”), the operator of the Vubio service, websites, applications, and related tools (together, the “Service”). By creating an account, subscribing, or otherwise accessing or using the Service, you agree to these Terms and acknowledge our Privacy Policy, which describes how we handle information. If you do not agree, do not use the Service.

Important: Section 22 contains a binding individual arbitration provision and a class action waiver. Unless you opt out within 30 days as described there, disputes between you and Vubio will be resolved by individual arbitration, not by a judge or jury and not in a class action.

1. Eligibility and authority

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization.

2. What the Service does

Vubio helps you produce and distribute short-form marketing content. Depending on your plan and settings, the Service may, among other things, use artificial intelligence to generate video “reels,” on-screen text, captions, and a synthetic on-camera persona from inputs you provide (such as screen recordings, product descriptions, and reference images), and may schedule and publish that content to third-party social media platforms you connect. You are solely responsible for the inputs you provide, for the settings you choose, for reviewing generated content (and, where you enable automated publishing, for monitoring what is published), and for the content that is published to your connected accounts.

3. Your account

• You are responsible for the accuracy of your registration information and for all activity under your account.
• You must keep your credentials confidential and secure, and notify us promptly of any unauthorized use.
• We may suspend, restrict, or terminate accounts that violate these Terms or that we reasonably believe create risk or legal exposure for us, for you, for other users, or for the platforms you connect.

4. Subscriptions, billing, and payments

Merchant of record. Payments are processed by our third-party payment provider, Polar (polar.sh), which acts as the merchant of record for all purchases. Your payment transaction is with Polar, and Polar is responsible for payment processing, calculating and remitting applicable transaction taxes, issuing invoices and receipts, and executing any refunds. By subscribing, you also agree to Polar’s applicable terms and privacy policy. Vubio is responsible for providing the Service itself; to the extent permitted by law, claims relating solely to payment processing should be directed to Polar.

Automatic renewal. Paid plans are billed on a recurring basis. Subscriptions are purchased per profile (persona): your account may have more than one subscription at the same time, and each is billed separately on its own billing cycle. Each subscription renews automatically at the end of each billing period, and the payment method on file will be charged the then-current price for your plan at the start of each new period, until you cancel. You can cancel at any time online from the Billing page in your account settings, without contacting support; cancelling stops the next renewal charge, takes effect at the end of the current billing period, and you keep access until then. The price, billing frequency, and cancellation policy are also presented at checkout before you subscribe.

Free trial. New accounts may be offered a one-time free trial as described in the Service. No payment method is required to start the trial, and you will not be charged during it. The trial lasts for the period shown when it starts and does not convert into a paid subscription automatically. When the trial ends, content generation and scheduled or automated publishing pause until you subscribe to a paid plan, and you are charged only if and when you subscribe. Each account is eligible for at most one free trial; we may deny or revoke trials where we detect repeat or abusive trial signups, including through multiple accounts, workspaces, or profiles.

Allowances and plan changes. Each plan includes usage allowances (such as a number of generations, regenerations, connected accounts, and daily posts). Allowances are consumed as you use the Service, may reset each billing cycle, and do not roll over unless expressly stated. Plan changes, proration, and downgrades are applied as described in the Service at the time of the change.

Fair use and technical limits. Usage allowances are subject to fair use. We may set, adjust, and enforce technical limits on the Service, including generation queues and processing priority, rate limits, daily posting caps, and minimum intervals between posts, to protect the Service, our costs, our providers, and other users. We may throttle, queue, suspend, or block usage that is excessive, abusive, automated in an unsupported way, or that circumvents or attempts to circumvent plan limits or trial eligibility, including through multiple accounts, workspaces, or profiles. Allowances have no cash value, are not redeemable or refundable, and expire when your subscription ends.

Refunds. Except where required by applicable law (including the EU and UK consumer rights described below), all payments are final and non-refundable, and we do not provide refunds or credits for partial billing periods, unused allowances, content you chose not to publish, dissatisfaction with the style or quality of AI-generated output, or the acts, failures, or decisions of third-party platforms. Allowances that have been consumed (for example, completed video generations) reflect third-party costs we have already incurred and are non-refundable to the maximum extent permitted by law, except as the EU and UK consumer provisions below require. Any refund or credit we choose to grant is at our sole discretion, is processed through our merchant of record, and does not create any obligation to grant one in the future.

Price and plan changes. We may change plan prices, features, and allowances. If we change the price of a plan you are subscribed to, we will notify you by email or by prominent notice in the Service at least 30 days before the change takes effect, and the new price will apply no earlier than your next billing period beginning after that notice. If you do not agree, you may cancel before the renewal in which the new price takes effect; allowing your subscription to renew after the new price is in effect constitutes acceptance of it. Material reductions to plan allowances for existing subscribers will be handled the same way.

Chargebacks. If you believe a charge is incorrect, contact us at support@vubio.ai before disputing it with your bank or card issuer, and we will work with you and our merchant of record in good faith to resolve it. If you initiate a chargeback or payment dispute, we may suspend your account while the dispute is pending. If we reasonably determine a dispute was made without a good-faith basis, we may terminate your account, and you agree to reimburse the disputed amount together with any chargeback or dispute fees we incur. We may condition reinstatement of a suspended account on payment of those amounts.

Non-payment. If a renewal charge fails, our payment provider may retry it. If payment is not received within a reasonable period, we may downgrade, suspend, or terminate your subscription, and we may pause content generation and scheduled or automated publishing until payment is completed. We are not responsible for content that is not generated or published while your subscription is unpaid or suspended. If your subscription remains unpaid, we may treat the account as cancelled and delete associated content in accordance with our data-retention practices after reasonable notice.

EU and UK consumers. If you are a consumer in the European Economic Area or the United Kingdom, you have a statutory right to withdraw from this contract within 14 days of subscribing, without giving a reason. By starting your subscription or free trial, you expressly request that we begin performing the Service immediately, before the withdrawal period ends. If you withdraw within the 14-day period, you must pay a proportionate amount for the Service provided up to the time you notified us, and we will refund the remainder of what you paid for that period. You acknowledge that once the Service has been fully performed for the period you paid for, you lose the right of withdrawal. To withdraw, email support@vubio.ai within the 14-day period with a clear statement of your decision.

Taxes. Prices may be shown exclusive of taxes. Applicable sales tax, VAT, GST, and similar transaction taxes are calculated, collected, and remitted by our merchant of record based on the billing information you provide, and are shown at checkout. You are responsible for providing accurate billing information and for any applicable taxes, duties, or charges that the merchant of record does not collect, other than taxes on our net income.

5. Your content and the license you grant us

“Your Content” means anything you upload, submit, or generate through the Service, including screen recordings, images, reference faces, text, captions, and the reels the Service produces from your inputs. As between you and us, you retain all ownership rights you have in Your Content.

You grant us and our service providers a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers, solely as needed to provide the Service) license to host, store, cache, reproduce, modify, adapt, edit, trim, crop, reformat, translate, and create derivative works from Your Content, including deriving, generating, and storing a synthetic persona and likeness from any reference image you provide; to combine Your Content with other material, including music, templates, captions, overlays, and other assets we provide or license; and to process, analyze, transmit, distribute, publicly display, publicly perform, and publish Your Content, in each case as needed to operate, provide, secure, and improve the Service, to carry out your instructions (including generating content and publishing it to the accounts you connect), and as separately licensed in Section 8 (Publicity and marketing). To the maximum extent permitted by law, you waive, and agree not to assert against us or our service providers, any moral rights or similar rights in Your Content for uses permitted by these Terms. This license ends when Your Content is deleted from our systems, except: (a) for content already published to third-party platforms, which we cannot recall; (b) for copies retained in routine backups for a limited period; (c) for content we must retain to comply with law or enforce these Terms; and (d) as provided in Section 8 for content used in our marketing before you opt out.

You represent and warrant that:

• you own or have all rights, licenses, consents, and permissions necessary to provide Your Content and to grant the licenses in these Terms;
• Your Content, and its generation and publication through the Service, do not and will not infringe or violate any third party’s intellectual property, privacy, publicity, or other rights, or any law;
• if Your Content includes any real person’s likeness, voice, or identity (including any reference image used to create a persona), you have obtained all necessary rights and consents from that person, including for the promotional uses described in Section 8.

6. Face images, personas, and likeness

The Service creates a synthetic on-camera persona from a reference face image that you upload. Depending on the AI models used, this processing may involve the detection or analysis of facial features in the image, which some laws treat as biometric data. By uploading a reference image, you consent to, and where applicable law requires a written release you hereby grant one for, the collection, processing, storage, use, and disclosure to our AI service providers of the image and any facial-feature data derived from it, for the sole purposes of creating and rendering a persona and generating content at your direction. We do not use face images or derived data to identify or verify the identity of any person, for surveillance, or for advertising profiles. Face images and derived data are retained and deleted as described in our Privacy Policy, which contains our written retention and destruction policy for this data.

If a reference image depicts any person other than you, you must first obtain that person’s prior written consent to the processing described above, in a form sufficient under any biometric privacy law that applies to that person, and to the use of their likeness in generated content, in published content, and in the marketing uses described in Section 8. You must retain that consent and provide us a copy on request, and we may require you to provide it before we process an image that depicts someone other than you, and may suspend processing until you do. You must never upload an image of a minor or of any person without their knowledge and permission. We may refuse to process any image and may disable any persona at our discretion.

Likeness license and release. If you upload your own image or likeness, you grant us and our service providers a worldwide, non-exclusive, royalty-free license to reproduce, modify, adapt, and create derivative works from your likeness, image, and persona in order to generate, render, store, and publish content through the Service at your direction, and for the uses described in Section 8. To the fullest extent permitted by law, you release us and our service providers from all claims arising out of these authorized uses, including claims based on rights of publicity, privacy, defamation by alteration, or moral rights, and you agree that the review and editing tools in the Service are your opportunity to inspect and approve generated content (and, where you enable automated publishing, that your configuration, the review window, and your continued use of those features are your approval). This release does not apply to claims arising from our fraud, gross negligence, or willful misconduct, or to any claim that cannot be released under applicable law. This license does not permit us to use your likeness for purposes unrelated to the Service or its promotion.

7. AI-generated content

The Service uses artificial intelligence and third-party AI models to generate content. AI output can be inaccurate, misleading, offensive, derivative of other material, or otherwise unsuitable, and similar or identical output (including similar synthetic personas) may be generated for other users, so output generated for you is not guaranteed to be unique. We do not warrant that generated content is accurate, original, non-infringing, or fit for any purpose. You are solely responsible for reviewing generated content (or, where you enable automated publishing, for your settings and for monitoring what is published, as described below) and for ensuring published content is lawful, truthful, and appropriate for your audience.

Automated publishing. If you enable Autopilot, scheduling, or any other automated publishing feature, you instruct us to generate and publish content to your connected accounts without further individual review by you. The Service gives you a review window and notifications before automated posts publish; keeping automated publishing enabled is your ongoing approval of content generated using your settings, and content published through those features is treated as content you reviewed and approved. You may edit or cancel any scheduled post before it publishes.

As between you and us, you own the reels and other output the Service generates for you, subject to: (a) the licenses you grant in these Terms; (b) our ownership of the Service and of any Vubio-provided assets embedded in the output; and (c) the terms and policies of the third-party AI providers used to generate it, which may affect your rights in the output. For Vubio-provided assets included in your output (such as licensed music tracks, templates, and visual elements), we grant you a worldwide, non-exclusive, royalty-free license to use those assets as embedded in content created through the Service, including publishing that content to social platforms. You may not extract, separately distribute, resell, or sublicense those assets on a standalone basis. Nothing in these Terms transfers to you any ownership of the Service, any AI model, or any persona-generation technology.

Disclosure and labeling. Generated reels may depict a synthetic performer or persona that does not exist or that is generated from a reference image. You, and not Vubio, are solely responsible for determining whether and how content must be labeled, disclosed, or watermarked as AI-generated or synthetic under applicable law and platform rules, including, where applicable, the transparency obligations of the EU Artificial Intelligence Act for AI-generated and manipulated content, state synthetic-media laws, and each connected platform’s synthetic-media policies, and you are responsible for enabling any relevant disclosure settings before publication. The Service’s disclosure settings are provided for your convenience and do not guarantee compliance. We apply machine-readable AI-provenance markings to generated content where applicable law requires us to do so, and we may attach additional labels, watermarks, or provenance metadata or pass AI-content flags to platforms at our discretion; you may not remove, obscure, or disable any label, watermark, or metadata that we or applicable law require.

Advertising and endorsements. Content you create or publish through the Service is marketing content. You are solely responsible for its compliance with advertising and consumer-protection laws, including the FTC Act, the FTC Endorsement Guides, rules prohibiting fake or misleading reviews and testimonials, and equivalent laws in your jurisdiction. In particular, you must not present a synthetic persona as a real customer, independent reviewer, or actual user of your product, you must clearly disclose material connections where required, and you must have substantiation for factual claims made in your content.

8. Publicity and marketing

Customer references. You grant us a worldwide, non-exclusive, royalty-free license to use your name, trade names, trademarks, and logos, and those of the brand, product, or workspace you operate through the Service, to identify you as a Vubio customer, including on our website, in customer lists, and in our sales and marketing materials. We will follow any reasonable written trademark or brand guidelines you provide to us, and all goodwill arising from this use belongs to you.

Showcasing published content. You also grant us a worldwide, non-exclusive, royalty-free license to display, reproduce, excerpt, adapt for format, link to, and embed content that has been published to a publicly accessible social media account through the Service (including reels, the synthetic persona as it appears in published reels, hooks, captions, and thumbnails), together with publicly available performance data about that content (such as view, like, share, and follower counts), in our own marketing and promotion of the Service, including on our website and social media accounts and in advertising, demonstrations, presentations, and case studies. Where practical, we will credit the account on which the content was published. You represent that the rights and consents you are required to obtain under Sections 5 and 6 (including consents for any real person whose likeness appears in a persona) extend to the uses described in this Section. If a person depicted in such content, or whose likeness was used to create it, asks us to stop using it, we will stop using it in our marketing within thirty (30) days of the request, without notice to you.

What we will not use. We will not use your unpublished drafts, raw uploads, reference face images, private analytics, or the contents of your messages, comments, or inbox in our marketing without your separate written permission. Nothing in this Section allows us to state or imply that you endorse Vubio beyond the factual statement that you use, or have used, the Service.

Opt-out and revocation. You may decline or withdraw the licenses in this Section at any time by emailing support@vubio.ai from the email address associated with your account. Within thirty (30) days of receiving your request, we will stop creating new marketing materials that feature you and will remove your name, logos, and content from the marketing surfaces under our direct control, such as our website and our social media accounts. Revocation applies prospectively only. Other than the removal from surfaces under our direct control described above, we are not required to recall, alter, or destroy materials created or distributed before your request takes effect (for example, printed materials, recorded videos, presentations, or copies already distributed or in circulation outside our control), and those existing uses remain licensed.

No compensation; survival. The licenses in this Section are granted without any obligation to pay you, and each party bears its own costs. This Section survives termination of these Terms with respect to uses and materials that predate termination or a revocation under this Section.

9. Third-party platforms and services

The Service connects to and relies on third parties, including the social media platforms you link, our payment provider, our publishing/inbox provider, AI model providers, hosting, storage, and analytics providers. Your use of a connected platform is governed by that platform’s own terms and policies, and you are responsible for complying with them.

• We are not responsible or liable for the acts, omissions, availability, algorithms, moderation, or decisions of any third-party platform or provider, including the removal, rejection, throttling, demonetization, or non-delivery of content, or the suspension or termination of your connected accounts.
• We do not guarantee that content will be published, will reach any audience, will perform in any way, or will remain available. Automated publishing depends on third-party APIs that may change, fail, rate-limit, or become unavailable at any time.
• We are not affiliated with, endorsed by, or sponsored by any third-party platform, and their trademarks belong to their owners.

10. Acceptable use

You agree not to use the Service to, and not to allow anyone to:

• violate any law or regulation, or any third party’s rights;
• create, publish, or distribute content that is unlawful, infringing, defamatory, deceptive, fraudulent, harassing, hateful, sexually exploitative, or otherwise harmful;
• impersonate any person or entity, or misrepresent your affiliation, including generating content that falsely depicts a real person;
• create or publish synthetic media depicting a real, identifiable person without that person’s written consent, including any intimate, sexual, or nude depiction, or any depiction of a minor;
• use generated content to deceive viewers about its origin or authenticity in a way likely to cause harm, including fabricating statements by public figures, fabricating endorsements or testimonials, or seeking to influence elections, legal proceedings, or government processes;
• use the Service for fraud, scams, phishing, or deceptive solicitation;
• engage in spam, artificial engagement, or activity that violates the terms, community guidelines, or automation rules of any connected platform;
• upload malware, or attempt to gain unauthorized access to, disrupt, or overload the Service or its infrastructure;
• access or use the Service by any automated means (including bots, scrapers, crawlers, or scripts) or through any unofficial API, client, or integration, except as we expressly permit in writing;
• circumvent, bypass, or attempt to circumvent any rate limit, usage quota, plan restriction, or access control, or extract or collect data or output from the Service for machine-learning or model-training purposes;
• reverse engineer, decompile, scrape, or copy the Service, or resell, sublicense, or provide the Service to third parties except as expressly permitted;
• use the Service to build a competing product or train a competing model.

We may investigate suspected violations, and may remove or disable content and personas, suspend or terminate accounts, and withhold or cancel scheduled posts, at any time and without notice. Where we believe content is unlawful or creates a risk of serious harm, we may report the content and related account information to the affected platforms and to law enforcement, and you consent to those disclosures.

11. Copyright complaints (DMCA)

We respect intellectual property rights and expect users to do the same. If you believe content available through the Service infringes your copyright, send a notice to us at support@vubio.ai with the subject line “DMCA Notice.” Your notice must include: (a) identification of the copyrighted work you claim is infringed; (b) identification of the allegedly infringing material and information reasonably sufficient for us to locate it; (c) your name, address, telephone number, and email address; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and (f) your physical or electronic signature.

If you believe your material was removed by mistake or misidentification, you may send us a counter-notice at the same address containing the information required by 17 U.S.C. Section 512(g)(3). We may restore the material unless the original complainant notifies us that it has filed a court action within the statutory period.

We may remove or disable access to allegedly infringing material at any time, with or without notice, and without liability to you. We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers, and we may suspend or terminate an account after a single incident of infringement where we consider it appropriate.

12. Our intellectual property and feedback

The Service, including its software, models, designs, text, and trademarks (excluding Your Content), is owned by us or our licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for your internal business purposes. We and our licensors reserve all rights not expressly granted in these Terms. No license or right is granted to you by implication, estoppel, or otherwise, and nothing in these Terms transfers any ownership of the Service or of our intellectual property to you.

If you send us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, modify, and incorporate them into the Service and our business for any purpose, without restriction, attribution, or compensation to you. Feedback is provided voluntarily and is not confidential, and we have no obligation to use it.

13. Storage, retention, and backups

The Service is not a data storage, archival, or backup service. Uploaded recordings, images, and other inputs, and generated reels and related assets, may be compressed, transformed, or deleted in accordance with our retention rules, plan limits, feature settings, and the Privacy Policy, including deletion of source or intermediate files after content is published and deletion following account closure, termination, or extended inactivity. You are solely responsible for keeping original copies of everything you upload and for downloading and backing up any generated content you want to keep. To the maximum extent permitted by law, we are not liable for any loss, corruption, unavailability, or deletion of Your Content or any other data, and your sole remedy is to restore from your own copies.

14. Beta features

We may offer alpha, beta, preview, early access, or other experimental features (“Beta Features”) that we identify as such in the Service or in our communications to you. Beta Features are provided as is and as available, may contain errors, may produce unexpected or incorrect output, may be subject to additional limits, and may be changed, suspended, or removed at any time without notice. Beta Features are excluded from any other commitment in these Terms, and to the maximum extent permitted by law we have no liability of any kind arising out of or related to Beta Features. Your use of a Beta Feature is your agreement to these conditions.

15. No guarantee of results

The Service is a tool for producing and distributing marketing content. We do not promise or guarantee any outcome from using the Service, including views, impressions, reach, engagement, followers, leads, signups, conversions, sales, or revenue. Any examples, case studies, metrics, or testimonials we publish describe specific results that are not typical and are not a promise or prediction of your results. Outcomes depend on factors outside our control, including your product, your audience, your inputs, and the algorithms and policies of third-party platforms. We are not a marketing, advertising, or talent agency, and nothing in these Terms creates an agency, fiduciary, partnership, joint venture, or employment relationship between you and us.

16. Service levels and scheduled publishing

The Service is provided without any uptime, availability, or response-time commitment, and we do not offer service credits. We may perform maintenance at any time, with or without notice, which may make some or all of the Service temporarily unavailable. Scheduled or automated content may fail to generate, may fail to publish, may publish late, may publish more than once, or may publish in a degraded form, whether because of maintenance, software errors, quota or plan limits, connection issues, or third-party failures. You are responsible for monitoring your scheduled queue and your connected accounts. To the maximum extent permitted by law, we are not liable for any failure, delay, duplication, or error in generating, scheduling, or publishing content, regardless of cause.

17. Disclaimers

THE SERVICE AND ALL CONTENT AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT IT WILL PRODUCE ANY PARTICULAR RESULT, REACH, ENGAGEMENT, OR REVENUE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, REPUTATION, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES ARISING FROM AI-GENERATED CONTENT, PUBLISHED OR UNPUBLISHED POSTS, ACTIONS OR INACTION OF THIRD-PARTY PLATFORMS, OR THE SUSPENSION OR LOSS OF YOUR CONNECTED ACCOUNTS.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

The exclusions and the cap in this Section apply regardless of the theory of liability and regardless of whether the damages are characterized as direct, indirect, or otherwise, to the fullest extent permitted by law. Without limiting the foregoing, we are not liable for (a) the content, accuracy, or effects of AI-generated output, whether or not you reviewed it before publication, (b) the suspension, restriction, or termination of any connected third-party account, or any other act or omission of a third-party platform or provider, or (c) any loss of, or failure to store, deliver, or back up, Your Content or other data; you are responsible for keeping independent copies of any content that matters to you. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including, where applicable, liability for fraud, for gross negligence or willful misconduct, or for death or personal injury caused by negligence. The cap in this Section does not reduce your payment obligations or your obligations under Section 19 (Indemnification).

19. Indemnification

You will defend, indemnify, and hold harmless Vubio and its officers, directors, employees, and service providers from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content and any content published through your account; (b) your use of the Service; (c) your violation of these Terms or any law; (d) your violation of any third party’s rights or of any connected platform’s terms; or (e) any claim that a face image, likeness, voice, or persona uploaded, generated, or published through your account was collected, used, or disclosed without legally required notice, consent, or release, including claims under biometric privacy laws, right-of-publicity laws, or laws governing synthetic or AI-generated media. Your obligations under this Section do not apply to the extent a claim arises from our material breach of these Terms, our gross negligence, or our willful misconduct.

We may, at our option and expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with our defense. You may not settle any indemnified claim in a manner that imposes any obligation, admission, or liability on us without our prior written consent. Your obligations under this Section are not subject to the limitations in Section 18.

20. Export controls and sanctions

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive United States sanctions or embargoes, and that you are not listed on, or owned or controlled by anyone listed on, any United States government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List. You agree to comply with all applicable export control, sanctions, and anti-boycott laws, not to use the Service in violation of them, and not to allow anyone to access the Service from a prohibited jurisdiction. We may suspend or terminate access, without liability, if we reasonably believe your use would violate these laws.

21. Term and termination

These Terms apply while you use the Service. You may stop using the Service and delete your account at any time. We may suspend or terminate your access at any time, with or without notice, including for violation of these Terms or to protect the Service or others. We are not liable to you for any termination, and you remain responsible for amounts owed.

Deleting your account cancels any active subscription as of the deletion, and you will not be charged for subsequent periods. Deletion does not by itself entitle you to a refund; no refund is due for the remainder of the then-current billing period except where required by applicable law (including the EU and UK consumer rights described in Section 4), and amounts already owed when you delete your account remain payable. To avoid a renewal charge, cancel your subscription or delete your account before your renewal date.

After your account is terminated or closed, or if your account has no active paid subscription and has been inactive for at least ninety (90) days, we may delete or de-identify Your Content and other data associated with the account in accordance with the Privacy Policy, and we have no obligation to retain, export, or return it. Download anything you want to keep before your account closes.

On termination, your right to use the Service ends. Any provision that by its nature should survive termination will survive, including accrued payment obligations, the licenses and representations relating to Your Content (Sections 5 and 6), the AI-generated content provisions (Section 7), Publicity and marketing (Section 8, as provided in that Section), Copyright complaints (Section 11), Our intellectual property and feedback (Section 12), Storage, retention, and backups (Section 13), No guarantee of results (Section 15), Disclaimers (Section 17), Limitation of liability (Section 18), Indemnification (Section 19), Governing law and dispute resolution (Section 22), and General (Section 24).

22. Governing law and dispute resolution

Please read this Section carefully. It requires most disputes to be resolved through binding individual arbitration, and it waives the right to a jury trial and to participate in a class action. You can opt out within 30 days as described below.

Governing law. These Terms are governed by the laws of the District of Columbia, United States, without regard to conflict of law rules. If you are a consumer, this choice of law does not deprive you of the protection of any provisions that cannot be derogated from by agreement under the laws of the place where you reside.

Informal resolution first. Before starting any arbitration or court proceeding (other than a small claims action or a request for injunctive relief described below), the party raising the dispute must give the other party a written notice (a “Notice of Dispute”). Your Notice of Dispute must be emailed to support@vubio.ai with the subject line “Notice of Dispute” and must include your name, the email address on your account, a description of the dispute, and the specific relief you seek. We will send any Notice of Dispute to the email address on your account. For 60 days after a complete Notice of Dispute is received, you and we will attempt in good faith to resolve the dispute informally, including, if either party requests it, one individualized telephone or video conference in which you and one of our representatives personally participate (counsel may also attend). Completing this process is a condition precedent to starting any arbitration or court proceeding, all applicable limitation periods (including the one-year period below) are tolled while it is pending, and a court or arbitrator may stay or dismiss any proceeding started before it is complete.

Binding arbitration. Except for disputes brought in small claims court or requests for injunctive relief described below, any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Service, or Your Content, including any dispute about data, privacy, or the formation, interpretation, or scope of this agreement (each, a “Dispute”), that is not resolved through the informal process above will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you are an individual using the Service primarily for personal purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by these Terms. The AAA rules are available at www.adr.org. The arbitration will be conducted in English before a single arbitrator. If the Consumer Arbitration Rules apply, any hearing will be held by videoconference unless the arbitrator determines an in-person hearing is required, in which case it will be held in the county where you reside or another location the parties agree to; otherwise the seat of arbitration is Washington, District of Columbia. Judgment on the award may be entered in any court of competent jurisdiction. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on another established arbitration provider, and if they cannot agree within 30 days, a court described in this Section will appoint one.

Federal Arbitration Act; delegation. These Terms affect interstate commerce, and the Federal Arbitration Act, 9 U.S.C. sections 1 through 16, governs the interpretation and enforcement of this Section, including any question of whether a Dispute is subject to arbitration. The arbitrator has exclusive authority to resolve all disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court, and not the arbitrator, will decide (a) whether a claim qualifies for small claims court, (b) the enforceability and application of the class action waiver, and (c) any dispute arising under the Coordinated filings paragraph below.

Fees and costs. Payment of AAA filing, administration, and arbitrator fees is governed by the applicable AAA rules. If you are an individual and the Consumer Arbitration Rules apply, you will not be required to pay AAA fees beyond the consumer filing fee those rules specify, and we will pay the remaining AAA fees those rules require us to pay. Each party pays its own attorneys’ fees and costs unless applicable law or the AAA rules provide otherwise, except that if the arbitrator finds that a claim, counterclaim, or defense was frivolous or asserted for an improper purpose, judged under the standards of Federal Rule of Civil Procedure 11(b), the arbitrator may award the other party its reasonable attorneys’ fees and costs incurred in responding to it.

Coordinated filings. If 25 or more arbitration demands raising similar claims against us are filed within 90 days by the same counsel or coordinated counsel (a “Mass Filing”), you and we agree that: (a) the AAA’s mass-arbitration supplementary rules and fee schedules then in effect will apply; (b) the demands will proceed in staged proceedings, in which up to 20 demands selected by each side proceed first as bellwether arbitrations while the remaining demands are held in abeyance and no filing, administration, or arbitrator fees are due for the held demands; (c) after the bellwether stage concludes, the parties will participate in a single global mediation session, with the mediator’s fee paid by us; (d) if demands remain after the mediation, they will proceed in arbitration in further batches of 20 per side selected every 90 days until all demands are resolved, and any claimant whose demand has been held for more than 180 days after the mediation may instead elect to proceed in the courts described in this Section; and (e) all applicable statutes of limitation and this Section’s one-year filing period are tolled for held demands from the date they were first filed until they proceed or are withdrawn. Either party may ask a court described in this Section to enforce this paragraph. If a court finds this paragraph unenforceable as to a particular demand, that demand will proceed in the courts described in this Section rather than in arbitration.

Class action waiver. To the fullest extent permitted by law, Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate or join claims of other persons. If any part of this Section, other than this class action waiver, is found unenforceable, that part will be severed and the rest of this Section remains in full force. If the class action waiver is found unenforceable as to a particular claim or particular request for relief (such as a request for public injunctive relief), then that claim or request, and only that one, will be severed from arbitration and may be decided by the courts described in this Section, after the arbitrator has issued an award on all claims and requests that remain arbitrable, and the waiver continues to apply to everything else. If the class action waiver is found unenforceable in its entirety with respect to a Dispute, that Dispute will be decided by the courts described in this Section and not in arbitration, and this arbitration agreement will not apply to that Dispute. Under no circumstances will any Dispute proceed in arbitration on a class, collective, consolidated, or representative basis, and the arbitrator has no authority to conduct such a proceeding.

Your right to opt out. You may opt out of this arbitration agreement and the class action waiver within 30 days after you first create an account (or, if you already had an account when this Section first took effect or was materially changed, within 30 days after the effective date of the change) by emailing support@vubio.ai from the email address on your account with the subject line “Arbitration Opt-Out” and a statement that you opt out of arbitration, including your name and account email. If you opt out, Disputes will be resolved exclusively in the courts described in this Section, and no other provision of these Terms is affected. An opt-out applies only to the account from which it is sent.

Small claims; injunctive relief. Either party may bring a qualifying individual claim in small claims court, in the county where you reside or in the District of Columbia. Either party may also at any time seek from a court of competent jurisdiction temporary, preliminary, or permanent injunctive or other equitable relief to protect its intellectual property or confidential information, or to prevent unauthorized access to or abuse of the Service, pending or in aid of a final decision in arbitration. Seeking such relief is not a waiver of this arbitration agreement.

Jury trial waiver. To the fullest extent permitted by applicable law, you and we each knowingly and voluntarily waive the right to a trial by jury in any proceeding arising out of or relating to these Terms or the Service that for any reason proceeds in court rather than in arbitration. This waiver does not apply where the law of the forum prohibits pre-dispute jury trial waivers.

Time limit for claims. To the extent permitted by applicable law, any claim arising out of or relating to the Service or these Terms must be filed in arbitration, small claims court, or court, as applicable, within one (1) year after the claim accrues; claims filed later are permanently barred. This paragraph does not apply to claims that applicable law does not allow to be shortened by contract, and the one-year period is tolled while an informal resolution process under this Section is pending.

EEA and UK consumers. If you are a consumer habitually resident in the European Economic Area, the United Kingdom, or another jurisdiction whose law does not permit mandatory pre-dispute arbitration or class action waivers for consumers, the arbitration and class waiver provisions of this Section apply to you only to the extent permitted by that law, you retain the benefit of any mandatory provisions of the law of your country of residence, and nothing in these Terms prevents you from bringing proceedings in the courts of your place of residence.

Courts. Where a Dispute is not subject to arbitration (for example, because you opted out or a court finds arbitration unenforceable for that Dispute), the Dispute will be resolved exclusively in the state or federal courts located in the District of Columbia, and you and we consent to their jurisdiction, except where the mandatory law of a consumer’s residence provides otherwise.

Changes to this Section. Notwithstanding anything else in these Terms, material changes to this Section take effect no earlier than 30 days after we notify you by email or by notice in the Service, do not apply to any Dispute for which a Notice of Dispute was received or a proceeding was started before the change took effect, and may be rejected by opting out under the opt-out paragraph above within 30 days after the notice, in which case the prior version of this Section continues to apply to you.

23. Changes to the Service and these Terms

We may modify, suspend, or discontinue any part of the Service at any time, and we may add, change, limit, or remove features, plans, quotas, and allowances at any time. To the maximum extent permitted by law, we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or of any feature. If we permanently discontinue the entire Service, we will make reasonable efforts to notify you in advance and, if you have a paid subscription, to refund the prepaid fees covering the period after discontinuation; that refund is your sole and exclusive remedy.

We may also update these Terms. If we make material changes, we will notify you in advance by email or by prominent notice in the Service, and the changes will take effect on the date stated in the notice. Changes to prices, and material reductions to plan allowances, for existing subscriptions follow the notice process in Section 4, and changes to Section 22 follow the process described there. Your continued use of the Service after a change takes effect constitutes acceptance; if you do not agree, stop using the Service and cancel your subscription before the change takes effect.

24. General

• These Terms, together with the Privacy Policy and any additional terms presented in the Service that you accept, are the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications, whether oral or written. You confirm you have not relied on any statement or promise that is not set out in these Terms.
• If any provision is found unenforceable, it will be limited or reformed to the minimum extent necessary and the rest of these Terms remains in full effect. The interaction between severability and the class action waiver is governed by Section 22.
• No waiver is effective unless in writing and expressly confirmed by the waiving party, and a waiver on one occasion is not a waiver on any other occasion.
• You may not assign or transfer these Terms or your account, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms, in whole or in part, at any time without notice or consent, including to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of assets.
• We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, denial-of-service or other attacks, and the failure, outage, degradation, rate limiting, policy change, or discontinuation of third-party services on which the Service depends, including social media platforms and their APIs, publishing and inbox providers, artificial-intelligence model providers, payment providers, and hosting, storage, or infrastructure providers.
• By creating an account, you consent to receive all communications from us electronically, including by email to the address on your account, by notices or messages within the Service, and by posting on our website. You agree that electronic communications satisfy any legal requirement that a communication be in writing. You are responsible for keeping your account email address current, and notices we send to the address on file are effective when sent. Notices to us must be sent to the contact in Section 25.
• These Terms are for the sole benefit of you and us and do not confer any rights or remedies on any other person, including your customers, your audience, or any person depicted in Your Content, except that our officers, directors, employees, licensors, and service providers may rely on and enforce the disclaimers, limitations of liability, and indemnification provisions in these Terms.
• Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as the drafter.
• These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls if there is a conflict.

25. Contact

Questions about these Terms can be sent to support@vubio.ai.