Terms & Conditions

Last updated 16 August 2026

Welcome to Vyplio. These Terms & Conditions ("Terms") govern your access to and use of the website at vyplio.com (the "Website") and our product, Vyplio (the "Product"), offered by Vyplio, Inc., a Delaware corporation ("Vyplio," "we," "us," or "our"). The Website and the Product are referred to collectively as the "Services."

By accessing or using the Services, creating an account, or paying any fee, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Services.

Note for Done-For-You ("DFY") clients: Vyplio also offers a separate Done-For-You managed service. DFY engagements are governed exclusively by a separate signed agreement between Vyplio and the client. These Terms do not apply to any DFY engagement. If you are a prospective or current DFY client, contact us at hello@vyplio.com.

Key Points

Please read these Terms in full. We draw your attention to the following:

  • Your content is yours. All of it, forever. You keep full ownership of everything you create through the Services, including everything published to a managed account. We claim none of it.
  • Your managed account is exclusively yours. We create it, operate it, and post only your content to it. When you leave, you can take it with you. See Section 10.
  • Your brand and strategy stay confidential. We don't sell your information, and we don't share your content or strategy with other customers. How we handle data is set out in our Privacy Policy.
  • The Services are for business use only. See Section 1.
  • We publish content, we don't promise outcomes. Views, followers, and engagement depend on platforms we don't control. See Section 10.4.
  • Platforms can act at any time. Any social platform can restrict or remove any account for its own reasons. See Section 10.6.
  • You approve everything. Nothing publishes without your approval, and you're responsible for what you approve. See Section 10.9 and Schedule A.
  • Section 12 limits our liability to the maximum extent the law allows.
  • Section 15 sets out how disputes are resolved, including individual arbitration and a class action waiver, and how you can opt out.
  • Section 16 preserves your rights under consumer protection law in your country. Nothing in these Terms takes those away.

1. Eligibility and Intended Use

1.1 Business and commercial use only. The Services are designed and offered solely for business, commercial, and professional use. We do not offer the Services for personal, household, or family use. By accessing or using the Services, you represent and warrant that you are doing so for business or commercial purposes only.

1.2 Capacity. You must be at least 18 years old, or the age of legal majority in your jurisdiction, and have the legal capacity to enter into these Terms. If you are using the Services on behalf of a company, organisation, or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" refers to both you individually and that entity.

1.3 Authorised Users. By inviting or provisioning access for any person to use the Services under your account, you confirm that person is your authorised user, and you are responsible for all of their acts and omissions and for their compliance with these Terms.

1.4 Breach of this section. Where you access the Services in breach of Section 1.1, we may suspend or terminate your access under Section 14, and you are not entitled to any refund.

2. Accounts

To access certain Services, you may need to create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Keep your login credentials confidential and secure
  • Be responsible for all activity that occurs under your account
  • Notify us immediately of any unauthorised access or security breach

Each login is for a single named user. Concurrent or shared use of one login by multiple individuals is not permitted. We reserve the right to suspend or terminate accounts that violate these Terms or are inactive for extended periods.

3. The Product

3.1 Nature of the Product. The Product is a software service that assists with the creation, review, approval, scheduling, and publication of social media content, together with related features described in your plan. You are responsible for your use of the Product, the content you create, approve, or upload, and your compliance with all applicable laws.

3.2 Changes to the Services. We are continually developing and improving the Services. Features may vary by plan and may change over time. We may modify, suspend, or discontinue all or any part of the Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3.3 Beta and preview features. We may make features available on a beta, preview, early access, trial, or evaluation basis. Such features are provided as is and as available, may be incomplete, unstable, or withdrawn or changed at any time without notice, are excluded from all warranties, service targets, and support commitments, and may not be relied upon. Use of a beta feature is at your sole risk. We are not liable for any loss arising from a beta feature, and no target, commitment, or expectation communicated in relation to a beta feature creates any right or remedy.

3.4 Technology providers. The Services use our proprietary systems together with models, infrastructure, and services provided by third parties. We do not control third-party providers, and we do not guarantee continued availability of, or access to, any specific model, provider, capability, quality level, or generation speed. We may add, change, substitute, or discontinue any system, model, or provider at any time. No such change is a breach of these Terms or gives rise to any refund, credit, or remedy.

3.5 Nature of generated content. Content produced by automated systems can be inaccurate, incomplete, non-unique, and unpredictable, and may resemble content generated for other users or available elsewhere. You must review all content before use or publication. We do not guarantee that any output is original, eligible for intellectual property protection, or free of third-party rights.

3.6 No preservation duty. We do not guarantee the preservation, backup, availability, or restoration of your inputs, projects, drafts, outputs, published content, or performance data. You are responsible for maintaining your own copies of anything you wish to retain. Section 10.12 governs what happens on termination.

4. Fees and Payment

4.1 Fees. Some Services are offered for a fee. By signing up for paid Services, you agree to pay all applicable fees as described at the time of purchase, provide valid and current payment information, and authorise us and our payment processor to charge your payment method for all amounts due. You must be the authorised holder of that payment method.

4.2 Renewal and cancellation. Subscriptions renew automatically at the end of each subscription period for a further period of the same length, at the then-current price for your plan, unless cancelled before the renewal date. We will disclose the renewal term and price before you purchase and confirm them by email after purchase. You may cancel at any time from your account settings, effective at the end of the current subscription period. Cancellation stops future renewals. It does not entitle you to a refund of amounts already paid, subject to Section 4.3.

4.3 Refunds. Fees are non-refundable once the relevant billing cycle has begun or the relevant service has been provisioned, generated, or delivered, including subscription fees, Credit purchases, account provisioning, generation activity, and add-ons. That said, we would rather fix a problem than argue about one. If something has gone wrong on our side, contact us at hello@vyplio.com with your account details and what happened. We review every request individually and, where we consider it appropriate, we may provide a full or partial refund, account credit, additional Credits, or a service extension. Whether to do so, and in what form, is at our sole discretion. Nothing in this section limits any right or remedy you may have under a law that cannot be excluded.

4.4 What we generally don't refund. We do not usually provide refunds for change of mind, unused access, unused or expired Credits, failure to cancel before renewal, dissatisfaction with generated content, platform restrictions or account actions, reduced reach or engagement, or issues arising from your own content, instructions, accounts, devices, integrations, or third-party services.

4.5 Chargebacks and payment disputes. If you dispute a charge, you must first raise it with us at hello@vyplio.com and follow Section 15.2. Initiating a chargeback, payment reversal, or dispute with your card issuer, bank, or payment provider without first doing so is a material breach of these Terms. Where you do so, we may immediately suspend or terminate your account and your access to Managed Accounts without refund, may recover from you the disputed amount together with any fees, penalties, or costs we incur, and may recover our reasonable costs of responding, including administrative and legal costs. Amounts recoverable under this section are payable on demand and are not subject to the limitation in Section 12.

4.7 Price changes. We may change our fees at any time, with notice before the renewal date for recurring subscriptions.

4.8 Taxes. Fees are exclusive of sales tax, VAT, GST, and similar taxes, which will be added where required by law. You are responsible for all applicable taxes except our income taxes.

5. Credits

5.1 Nature of Credits. Certain features require credits, tokens, or usage allowances ("Credits"). Credits are licensed to you, not sold. They have no cash value, are not a stored-value instrument, gift card, or currency, are not redeemable for cash, and are non-refundable and non-transferable except where required by law.

5.2 Use and consumption. Credits may only be used within the Services for functionality we designate as credit-eligible. The number of Credits consumed by any action is determined by us and may reflect compute intensity, generation type, model selected, duration, resolution, output volume, or other technical factors. We may change consumption rates at any time.

5.3 Expiry. Credits included with a subscription expire at the end of each billing cycle and do not roll over, unless we expressly state otherwise. Credits you purchase as a top-up do not expire while your account remains active and in good standing. On termination or closure of your account for any reason, all Credits, whether included or purchased, are forfeited without refund.

5.4 Changes. We may modify, reallocate, limit, suspend, or discontinue Credits, credit-eligible functionality, or consumption rates at any time, acting reasonably.

5.5 Fair use. We may apply fair use limits, rate limits, throttling, queue prioritisation, or other usage restrictions to protect platform stability and prevent abuse. You must comply with any limits we communicate.

5.6 No liability. To the maximum extent permitted by law, we are not liable for any loss of Credits, expired or forfeited Credits, failed or interrupted generations, generation errors, model changes, output quality, or inability to generate content.

6. Acceptable Use

You agree not to use the Services to:

  • Violate any applicable law, regulation, or third-party right
  • Upload, post, or transmit any content that is unlawful, harmful, defamatory, harassing, fraudulent, obscene, or infringing
  • Distribute malware, viruses, or other harmful code
  • Attempt to gain unauthorised access to our systems, networks, or other users' accounts
  • Interfere with or disrupt the Services or servers
  • Reverse engineer, decompile, or disassemble any portion of the Services, except where permitted by law
  • Use automation, bots, or scripts to interact with the Services or our APIs except where expressly permitted in writing
  • Attempt prompt injection, adversarial inputs, or any manipulation designed to bypass safety systems or alter intended system behaviour
  • Perform load testing, scraping, or activity that imposes unreasonable demand on our systems
  • Use the Services to send spam or unsolicited communications
  • Impersonate any person or entity, or misrepresent your affiliation
  • Resell, rent, lease, sublicense, or share access with unauthorised third parties
  • Use the Services to compete with Vyplio or to develop a competing product

We may investigate and take appropriate action against anyone who violates this section, including suspending or terminating accounts and reporting to law enforcement.

7. Protection of Our Network

Our account infrastructure serves many customers. To protect it, you must not, and must not permit or assist any person to:

(a) identify, map, catalogue, scrape, or attempt to determine the identity, ownership, or operational details of accounts we operate, other than the account allocated to you; (b) contact, solicit, or attempt to transact with accounts we operate, or their operators, outside the Services, other than the account allocated to you; or (c) disclose to any third party non-public information you learn through the Services about our account network, operations, methods, or capacity. This information is our confidential information, and this obligation survives termination for three (3) years.

Breach of this section is a material breach, entitles us to immediate suspension or termination without refund, and entitles us to seek injunctive relief under Section 15.8 without first complying with Sections 15.2 or 15.3.

8. User Content and Intellectual Property

8.1 Your content. You own all content you create through the Services ("User Content"), including content generated for you and content published to a Managed Account. By providing User Content, you grant Vyplio a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, display, publish, and use the User Content solely as necessary to provide and improve the Services, including publication to Managed Accounts at your direction.

8.2 Your warranties. You represent and warrant that you own or have the necessary rights, licences, consents, and permissions for your User Content, including any consents from individuals whose image, likeness, voice, or personal information appears in it; that your User Content does not violate these Terms or any third-party right; and that you are responsible for the accuracy, quality, and legality of your User Content. To the extent moral rights exist in any User Content and can be consented to, you consent to acts or omissions by us that may otherwise infringe those moral rights, solely for the purpose of providing the Services.

8.3 Outputs. As between you and us, and to the extent permitted by law, you retain all rights in your prompts, instructions, and inputs, and we assign to you all right, title, and interest we may have in outputs generated for you through the Services. This assignment does not extend to outputs generated for other users, to third-party content or datasets used to operate the Services, or to any pre-existing Vyplio intellectual property. Because generated content is produced by automated systems, outputs may not be unique, and any rights you hold in an output are non-exclusive and limited to the instance generated for you.

8.4 Our IP. The Services, including all software, interfaces, databases, documentation, designs, text, graphics, logos, and trademarks (other than User Content), are owned by or licensed to Vyplio and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose, subject to these Terms. You may not copy, modify, distribute, sell, or create derivative works of any part of the Services without our prior written consent.

8.5 Feedback. If you provide feedback, suggestions, or ideas about the Services, you grant Vyplio an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and exploit that feedback for any purpose without compensation or attribution.

8.6 Rights clearance is yours. We do not verify whether any output or content is free of third-party rights or compliant with any law or platform policy. You are solely responsible for rights clearance and compliance before publication or commercial use.

9. Third-Party Platforms and Integrations

9.1 Integrations. The Services may integrate with or link to third-party platforms and services, including social networks, publishing tools, analytics tools, and technology providers. Your use of third-party services is governed by their own terms and policies. We are not responsible for their availability, content, practices, or actions.

9.2 Connected accounts. When you connect your own social media account to the Services, you authorise us to act on your instructions to publish, schedule, manage, or delete content on your behalf. You may revoke these permissions through the third party's security settings or within the Services. You remain solely responsible for compliance with each platform's terms, policies, and community standards in respect of your connected accounts.

9.3 No control. We do not control third-party platforms and are not liable for any suspension, restriction, termination, data loss, outage, algorithm change, or policy change on those platforms.

10. Managed Accounts

10.1 Nature of the feature. Vyplio may provision and operate social media accounts on your behalf, through which your approved content is published ("Managed Accounts"). Managed Accounts are an optional feature of the Product, are provided subject to availability, and may be modified, limited, or withdrawn at any time in accordance with Section 3.

10.2 Exclusive allocation. A Managed Account allocated to you is exclusively yours for the duration of your subscription: it carries your brand, publishes only your approved content, and will not be used for any other customer while allocated to you. All social media accounts exist under, and remain subject to, the terms of service of the relevant platform, which govern account use and transferability. Subject to those platform terms, we operate the account for your exclusive benefit while you are subscribed, and Section 10.12 sets out how you can take over the account when your subscription ends.

10.3 Operation and access during your subscription. While we operate a Managed Account for you, we hold and manage the account credentials, and you interact with the account through the Services. This is an operational protection, not a restriction on your relationship with the account: logins from unrecognised devices and locations are a common trigger for platform security actions, restrictions, and verification locks, and direct access during operation puts the account's standing at risk. If you want direct access to the account, you may request handover under Section 10.12 at any time, at which point our operation of that account ends.

10.4 No guarantee of results. Vyplio provides content generation and publishing services. We do not guarantee, and make no representation, warranty, or commitment as to, any level of views, impressions, reach, distribution, followers, subscribers, engagement, clicks, leads, conversions, sales, revenue, return on investment, or any other outcome, whether for any individual post, any account, or your use of the Services generally. Any figures, examples, case studies, screenshots, or results we publish or communicate are illustrative of what has been achieved in specific circumstances, are not typical, and are not a prediction, projection, or guarantee of the results you will achieve. You acknowledge that outcomes on social media platforms depend on factors outside our control, including platform algorithms, moderation decisions, competing content, market conditions, and the nature and quality of your own brand, product, and offer.

10.5 Service targets are not guarantees. Where we communicate a provisioning timeframe, activation date, posting cadence, publishing frequency, turnaround time, or similar expectation, whether in the Services, in marketing materials, in a plan description, or in correspondence, that expectation is a target provided as guidance only and is not a guarantee, warranty, or contractual commitment. Publishing depends on, among other things, your timely approval of content, the volume of content you have approved, platform rate limits and availability, account standing, and scheduled or emergency maintenance. Failure to meet any target does not constitute a breach of these Terms and does not create any right to a refund, credit, discount, extension, or other remedy.

10.6 Platform actions. Social media platforms may, at any time and at their sole discretion, restrict, throttle, rate-limit, deprioritise, suspend, disable, or delete any account, and may remove, demote, demonetise, or label any content, for reasons that may not be disclosed and that are outside our control. You acknowledge and agree that:

(a) such actions are an inherent and foreseeable risk of publishing on third-party platforms; (b) we have no control over and accept no responsibility or liability for any such action, or for any resulting loss of reach, followers, engagement, content, revenue, or opportunity; (c) such actions do not constitute a failure or breach by us and do not entitle you to any refund, credit, extension, or damages; and (d) where a Managed Account allocated to you becomes unusable due to platform action and not due to your act, omission, content, or breach, we may, acting reasonably and at our sole discretion, allocate a replacement Managed Account, subject to availability. Any such replacement is provided as a discretionary accommodation, is your sole and exclusive remedy in respect of the affected account, and will not carry over the follower base, engagement history, account age, handle, or previously published content of the affected account.

10.7 Allocation and availability. Managed Accounts are a finite operational resource. We may, at our discretion and without liability: operate a waitlist or queue for allocation; limit the number of Managed Accounts available to you; restrict availability by plan, category, region, or platform; and decline or defer allocation. We may substitute or replace a Managed Account allocated to you where reasonably necessary for operational, security, compliance, legal, or platform-policy reasons, and will provide notice where reasonably practicable.

10.8 No exclusivity of category. Vyplio operates accounts across a wide range of categories, including categories that may overlap with, be adjacent to, or directly compete with yours, on behalf of other customers and on our own behalf, and will continue to do so. Allocation of a Managed Account grants you exclusivity of that account only, and no exclusivity of any kind in any category, niche, vertical, region, platform, format, or content approach. Nothing in these Terms restricts Vyplio from providing the Services to any other person, including your competitors.

10.9 Approval and your responsibility for content. You are solely responsible for reviewing and approving all content prior to publication and for the content you approve. You represent and warrant that content you approve, and your use of the Services generally, is accurate, substantiated, lawful, not misleading or deceptive, does not infringe or misappropriate any third-party right, and complies with all applicable laws, advertising and consumer protection standards, and the terms, community guidelines, advertising policies, and disclosure requirements of every platform on which it is published, including any requirement to disclose synthetic or altered media. Where a platform or applicable law requires such a disclosure, you must enable the applicable disclosure setting in the Services and must not disable, circumvent, or misrepresent it. Schedule A sets out further responsibilities that apply to you.

10.10 Account integrity and immediate suspension. Our publishing infrastructure serves many customers. Conduct or content that jeopardises the standing of the accounts and systems we operate also jeopardises other customers. Accordingly, we may suspend, limit, or terminate your access to Managed Accounts immediately and without refund where we reasonably believe your content, instructions, or conduct: breaches these Terms, Schedule A, or Schedule B; breaches any platform policy or applicable law; has triggered or is likely to trigger platform enforcement; or otherwise creates a material risk to the standing, integrity, security, or continued operation of the accounts or infrastructure we operate. We may exercise this right before completing any investigation. Suspension under this section is without prejudice to our other rights.

10.11 Restricted uses. You must not use Managed Accounts, or any creator, avatar, persona, voice, likeness, or synthetic media generated through the Services, in breach of Schedule B. Breach of Schedule B is a material breach of these Terms.

10.12 End of subscription and handover. When your subscription ends, or earlier on your request, we will offer you handover of the Managed Account allocated to you: we will provide the account credentials and take reasonable steps to assist you in taking over its operation, subject to the relevant platform's terms and verification processes. On handover, our operation of the account ends, and we have no further responsibility for the account, its standing, its content, or any subsequent platform action. If you do not request handover within thirty (30) days of your subscription ending, or where handover is not reasonably practicable, or where your access was terminated for material breach, we may retire, archive, or repurpose the account, and we may retain, remove, or archive content previously published to it. You retain ownership of your content in all cases and may request an export of content generated for you, which we will provide where reasonably practicable.

10.13 Aggregated insights. We may generate and use de-identified and aggregated data, statistics, and insights derived from content performance, publishing activity, and usage across the Services to operate, secure, analyse, benchmark, and improve the Services, and for research and business reporting. Such data will not identify you or your brand. This section is subject to our Privacy Policy.

11. Disclaimers

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, VYPLIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICES ARE NOT LEGAL, FINANCIAL, MEDICAL, OR RISK MANAGEMENT ADVICE. YOU MUST IMPLEMENT YOUR OWN HUMAN REVIEW BEFORE RELYING ON ANY OUTPUT. YOU USE THE SERVICES AT YOUR OWN RISK.

12. Limitation of Liability

12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VYPLIO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES.

12.2 VYPLIO'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO VYPLIO FOR THE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12.3 Aggregate. The limitation in this section applies to all claims in aggregate, however arising, whether in contract, tort including negligence, statute, equity, or otherwise, and whether or not we were advised of the possibility of the loss. It applies notwithstanding any failure of an essential purpose or any fundamental breach.

12.4 Proportionate liability. A party's liability is reduced to the extent the other party caused or contributed to the relevant loss, or failed to take reasonable steps to mitigate it.

12.5 Excluded from the cap. The limitation in this section does not apply to your obligations under Section 13, your obligations under Section 4.5, or amounts you owe us for the Services.

12.6 Time limit for claims. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Services must be commenced, whether by arbitration under Section 15 or otherwise, within twelve (12) months after the cause of action accrues. Any claim not commenced within that period is permanently barred.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you. See Section 16.

13. Indemnification

13.1 You will indemnify, defend, and hold harmless Vyplio and its affiliates, officers, directors, employees, contractors, and agents from and against all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, judgments, settlements, costs, and expenses, including legal fees and disbursements on a full indemnity basis, arising out of or in connection with:

(a) your use of the Services; (b) any content you create, approve, publish, or cause to be published through the Services, including content published to a Managed Account; (c) any claim that content you approved infringes or misappropriates any intellectual property right, right of publicity or personality, privacy right, moral right, or other right of any person; (d) any claim of defamation, false endorsement, false affiliation, misleading or deceptive conduct, unfair competition, false advertising, or breach of consumer protection, advertising, endorsement, or disclosure law arising from content you approved; (e) any regulatory investigation, enquiry, or enforcement action arising from content you approved or your products or services; (f) your breach of these Terms, Schedule A, or Schedule B; (g) your breach of any applicable law or any platform's terms, policies, or guidelines; and (h) any platform enforcement action against Vyplio, any Managed Account, or any account or infrastructure we operate, arising from your content, instructions, or conduct.

13.2 This indemnity does not apply to the extent the relevant claim arises from our own material breach of these Terms.

13.3 Defense. We may, at our option, control the defense and settlement of any claim subject to this indemnity using counsel of our choosing, at your cost. You must not settle, compromise, or admit liability in respect of any such claim in a way that imposes any obligation, admission, or restriction on us without our prior written consent. You must provide reasonable cooperation and information at your own cost.

13.4 Not subject to the cap. Your obligations under this section are not subject to and do not count toward the limitation in Section 12.

14. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, including immediately in the circumstances described in Sections 4.5, 7, and 10.10. You may stop using the Services and cancel your subscription at any time under Section 4.2. Upon termination, the rights granted to you under these Terms end, and you must cease all use of the Services. Section 10.12 governs Managed Accounts on termination. Sections that by their nature should survive termination will survive, as set out in Section 18.6.

15. Governing Law and Dispute Resolution

15.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution first. Before commencing arbitration or any proceeding, you agree to first send a written notice of dispute to hello@vyplio.com describing the dispute, the relief sought, and your account details. We will send any notice of dispute to the email address on your account. The parties will attempt in good faith to resolve the dispute informally for sixty (60) days from receipt of the notice. Neither party may commence arbitration before that period expires. This requirement is a condition precedent to arbitration, and any applicable limitation period is tolled during it.

15.3 Binding arbitration. Except as set out in Sections 15.7 and 15.8, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Managed Account, or the relationship between the parties, including questions of the formation, scope, applicability, enforceability, or validity of this arbitration agreement, will be resolved exclusively by final and binding arbitration administered by JAMS under its applicable rules and procedures. The arbitration will be seated in Wilmington, Delaware, before a single arbitrator. Hearings may be conducted by videoconference or telephone at either party's election, and neither party is required to travel to attend.

15.4 Class action and jury waiver. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. THE PARTIES WAIVE ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. This Section 15.4 is a material term of these Terms.

15.5 Severability of the waiver. If Section 15.4 is found to be void or unenforceable as to any claim or request for relief, then, as to that claim or request for relief only, this arbitration agreement does not apply, and that claim or request for relief must be brought exclusively in the state or federal courts located in Delaware. The remainder of this Section 15 continues to apply to all other claims. Under no circumstances do the parties consent to class, collective, or representative arbitration.

15.6 Coordinated filings. If twenty-five (25) or more similar demands for arbitration are filed against us by or with the assistance, coordination, or involvement of the same law firm, group of firms, or organisation, the parties agree that: (a) the demands will be administered in batches of no more than fifty (50) claimants each; (b) each batch will be treated as a single arbitration with a single arbitrator, a single set of administrative fees, and a single filing fee per batch, per side; (c) the parties will cooperate in good faith with JAMS to implement this protocol, including any modification JAMS reasonably requires; and (d) all applicable limitation periods are tolled for claimants awaiting batch assignment. Any dispute about the application of this section will be resolved by a single process arbitrator appointed by JAMS. This section is intended to make resolution of large volumes of similar claims efficient and affordable for both parties, and is severable from the remainder of this Section 15.

15.7 Small claims. Either party may bring an individual claim in a small claims court of competent jurisdiction instead of arbitration, provided the claim remains individual and within that court's jurisdictional limits.

15.8 Injunctive relief. Either party may seek temporary or preliminary injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or, in our case, the integrity, standing, or security of the accounts and infrastructure we operate, without first complying with Sections 15.2 or 15.3.

15.9 Fees. Payment of filing, administrative, and arbitrator fees is governed by the applicable JAMS rules and fee schedules, including any JAMS minimum standards that apply. Where JAMS rules require us to bear a greater share of fees, we will do so.

15.10 Protected jurisdictions. Nothing in this Section 15 deprives you of any right you have, as a consumer under the mandatory law of your country of residence, to bring proceedings in the courts of that country, to have the law of that country apply, or to decline mandatory arbitration. Where mandatory local law prohibits or restricts pre-dispute arbitration agreements or class waivers as against you, this Section 15 applies only to the extent permitted by that law, and any dispute not subject to arbitration will be brought in the state or federal courts located in Delaware or, where local law requires, in your local courts.

15.11 Opt-out. You may opt out of Sections 15.3 to 15.6 by sending written notice to hello@vyplio.com within thirty (30) days of first accepting these Terms, stating your account details and your intention to opt out. If you opt out, disputes will be resolved in the state or federal courts located in Delaware, and Section 15.4's jury and class waiver continues to apply to the extent permitted by law. Opting out does not affect any other part of these Terms.

15.12 Survival. This Section 15 survives termination of these Terms and closure of your account.

16. Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under applicable consumer protection law that cannot lawfully be excluded, restricted, or modified. Where our liability for failure to comply with such a guarantee can be limited, our liability is limited, at our option, to resupplying the affected Services or paying the cost of having them resupplied. If you are a consumer in the European Union, United Kingdom, or another jurisdiction with mandatory consumer protection laws, nothing in these Terms deprives you of the protection afforded by the laws of your country of residence.

17. Publicity

You grant us the right to identify you as a customer and to use your name, logo, and non-confidential aggregate performance results in our website, marketing materials, case studies, and investor communications. We will not disclose your content strategy, unpublished content, or account-level data without your prior written consent. You may withdraw this permission at any time by written notice to hello@vyplio.com, and we will remove references within a reasonable period and cease new use.

18. Changes to These Terms and Miscellaneous

18.1 Changes. We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and, where appropriate, provide additional notice by email or in-product message. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Services and may cancel under Section 4.2.

18.2 No reliance. You acknowledge and agree that in entering into these Terms and purchasing any Service you have not relied on, and have no remedy in respect of, any statement, representation, assurance, warranty, projection, forecast, estimate, example, case study, demonstration, screenshot, or performance figure, whether made orally or in writing, by us or on our behalf, that is not expressly set out in these Terms. Any such statement is superseded by these Terms. Nothing in this section limits liability for fraudulent misrepresentation or for any liability that cannot lawfully be excluded.

18.3 Entire agreement. These Terms, together with our Privacy Policy and any plan description or order, constitute the entire agreement between you and Vyplio regarding your use of the Services and supersede all prior agreements on the same subject. DFY engagements are governed by separate signed agreements.

18.4 Notices. We may give notice by email to the address on your account or by in-product message. You may give notice to hello@vyplio.com. Notices are deemed received twenty-four (24) hours after sending unless a delivery failure notice is received.

18.5 Severability and reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, it will first be read down or modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, and only if that is not possible will it be severed. The remaining provisions continue in full force.

18.6 Survival. Sections 4, 5, 7, 8, 10.12, 10.13, 11, 12, 13, 15, 16, and 18, and Schedules A and B, survive termination or expiry of these Terms.

18.7 No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

18.8 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including to an affiliate or in connection with a merger, sale, or reorganisation.

18.9 Force majeure. Neither party is liable for any delay or failure to perform, other than an obligation to pay money, caused by any event beyond its reasonable control, including natural disaster, epidemic or pandemic, war, terrorism, civil unrest, government or regulatory action, strikes, failures of internet, telecommunications, hosting, or cloud infrastructure, and, without limitation: any change to, or enforcement of, the terms, policies, guidelines, algorithms, ranking systems, rate limits, API access, or moderation practices of any social media platform; any suspension, restriction, or removal of accounts or content by any platform; and any change to the availability, pricing, terms, or capability of any third-party model, technology, infrastructure, or service provider. The affected party will notify the other, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a force majeure event continues for sixty (60) days, either party may terminate the affected Services on written notice, and we may at our discretion provide a pro-rata credit for the affected period.

Schedule A. Your Responsibilities

A1. Pre-publication review. You must meaningfully review every piece of content before approving it for publication. Approval is your act, not ours. Automated or bulk approval does not reduce your responsibility for what is published.

A2. Substantiation. You must hold adequate substantiation for every factual, performance, comparative, pricing, testimonial, or health-related claim in content you approve, before you approve it.

A3. Rights clearance. You must hold all rights, licences, consents, releases, and permissions necessary for any brand asset, product image, trademark, music, footage, third-party content, name, voice, or likeness appearing in content you approve, including consents from any identifiable individual.

A4. Synthetic media disclosure. You must comply with all applicable synthetic media and altered content disclosure requirements in every jurisdiction and on every platform where your content is published, and must keep the applicable disclosure settings in the Services enabled.

A5. Platform compliance. You must comply with the terms, community guidelines, advertising policies, and disclosure rules of every platform on which your content is published, and with any limits or directions we communicate to protect account standing.

A6. Advertising and consumer law. You must comply with all applicable advertising, marketing, endorsement, testimonial, and consumer protection laws in every jurisdiction in which your content is published or your products are sold.

A7. Record keeping. You should maintain your own records of content approved, claims substantiated, and consents obtained, sufficient to evidence your compliance.

A8. Escalation. You must notify us promptly if you become aware of any complaint, takedown, regulatory contact, infringement allegation, or platform enforcement action relating to content published on your behalf.

Schedule B. Restricted Uses

You must not use Managed Accounts, or any avatar, creator, persona, synthetic media, voice, likeness, or UGC-style video made available or generated through the Services:

(a) in connection with adult content, sexually explicit material, or services of a sexual nature; (b) in connection with gambling, betting, wagering, or similar regulated or high-risk activities; (c) in any manner that is defamatory, misleading, deceptive, harmful, abusive, or otherwise unlawful; (d) in any way that could reasonably be expected to damage, harm, or negatively impact the reputation, likeness, or perceived identity of any person, creator, or digital persona represented; (e) in any political, sensitive, or controversial context that could reasonably result in reputational harm, unless expressly permitted by us in writing; or (f) in any way that violates the terms, community guidelines, or advertising policies of any platform on which content is published.

Breach of this Schedule is a material breach of these Terms and may result in immediate suspension or termination of your access to Managed Accounts, and of your account, under Sections 10.10 and 14, without refund. We may amend this Schedule at any time to protect account standing, platform relationships, or legal compliance, and will notify you of material changes.

19. Contact Us

For questions about these Terms, please contact us at:

Vyplio, Inc. Email: hello@vyplio.com Website: https://vyplio.com