Terms of Service

1. Agreement & Acceptance

These Terms of Service ("Terms" or "Agreement") form a binding contract between Syntra Financial LLC, a South Carolina limited liability company doing business as "Veyri Labs" ("Veyri Labs," "we," "us," or "our"), and the business entity on whose behalf they are accepted ("Client," "you," or "your"). You accept these Terms when you (a) check a box or click a button marked "I Agree," "I Accept," "Subscribe," "Create Account," or similar, presented with a link to these Terms; (b) sign or electronically sign an order form, statement of work, proposal, or subscription agreement that references these Terms; or (c) access, use, or pay for any Veyri Labs website, hosted CRM, AI-agent, marketing-automation, or advertising-management service (the "Services"). If you do not agree, do not use the Services.

1.1 Electronic acceptance.

The parties consent to transact electronically. Your click, checkbox, electronic signature, or other action evidencing assent constitutes your signature under the federal ESIGN Act and the South Carolina Uniform Electronic Transactions Act, with the same effect as a handwritten signature. We may retain records of your acceptance, including timestamp, IP address, and the version accepted, and you will not contest the validity of this Agreement on the basis that it was accepted electronically.

1.2 Authority; business use only.

The individual accepting these Terms represents that they are at least 18 and are authorized to bind Client. Client enters this Agreement for commercial business purposes and not as a consumer. We may rely on this representation, and Client is bound regardless of any internal limitation on the signer's authority.

1.3 Order documents.

Each order form, statement of work ("SOW"), subscription plan, proposal, and product-specific term the parties execute or that we reference ("Order Documents") is incorporated into this Agreement. In a conflict, the order of precedence is: (1) the applicable signed SOW/Order Form (only as to the specific scope, fees, and deliverables it addresses, and only where it expressly states it overrides these Terms); (2) these Terms; (3) any other incorporated document.

1.4 Changes to these Terms.

We may modify these Terms. For any material change, we will give reasonable advance notice (not fewer than 30 days, except where a shorter period is required for legal, security, or operational reasons) by email and/or a conspicuous in-Service notice describing the change and its effective date. If you do not agree, your sole remedy is to stop using and cancel the Services before the effective date. Continued use after the effective date constitutes acceptance. Changes do not apply retroactively to disputes that arose before the effective date.

2. The Services

Veyri Labs provides done-for-you growth infrastructure for businesses. Depending on your engagement, the Services may include:

• Websites — custom-built, hosted, and maintained marketing websites.
• SEO & content — on-page optimization, Google Business Profile setup, local search, and content.
• CRM platform — a white-labeled, hosted CRM for contacts, booking, invoicing, pipelines, automations, and reporting (built on the GoHighLevel / HighLevel platform).
• AI agents — AI-powered chat, voice, email, and SMS agents.
• Marketing automations — lead follow-up, nurture, review requests, and reminders.
• Advertising management — Google, Meta, and Local Services Ads campaign setup and management.

The specific Services in your engagement are defined in your signed proposal, Order Form, SOW, or invoice. We may improve, modify, or discontinue features from time to time.

3. Accounts

You must provide accurate, current, and complete information and keep it updated. You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at hello@veyrilabs.com if you suspect unauthorized access. You are responsible for your users' compliance with this Agreement.

4. Client Responsibilities, Representations & Warranties

4.1 Lawful use & accuracy.

Client represents and covenants that it will use the Services only for lawful business purposes and in compliance with all applicable laws, and that all information it provides (business, billing, identity, brand-registration, and campaign information) is and remains true, accurate, current, and complete. Inaccurate registration data — including data used for A2P 10DLC brand/campaign registration — is a Client breach, not a defect in the Services.

4.2 Consents & opt-ins (Client's responsibility).

As between the parties, Client is solely responsible for obtaining, documenting, maintaining, and being able to prove all consents, opt-ins, and authorizations required by law for every telephone number, mobile number, email address, and contact that Client provides, uploads, imports, syncs, or causes to be contacted through the Services — including prior express written consent under the Telephone Consumer Protection Act ("TCPA") and applicable state "mini-TCPA" laws for marketing calls and texts, and consent compliant with the CAN-SPAM Act for email. Client represents and warrants that: (a) such consent was obtained through a clear and conspicuous disclosure and was not a condition of purchase; (b) Client retains records of the date, method, source, and scope of each consent; (c) no contact has revoked consent or appears on an applicable internal, state, or federal Do-Not-Call list without a valid exemption; and (d) Client will promptly transmit and honor all opt-out, unsubscribe, "STOP," and revocation requests within the time required by law. Veyri Labs does not verify consent, scrub against Do-Not-Call lists, or determine campaign legality, and no feature of the Services constitutes legal advice or an assurance of compliance.

4.3 Rights to materials.

Client warrants that it owns or has all rights, licenses, and consents necessary to provide and use all content, copy, images, audio, video, logos, trademarks, brand names, domains, offers, scripts, and other materials it provides, uploads, approves, or directs ("Client Materials"), and that our contemplated use will not infringe any third-party right. Client grants Veyri Labs a non-exclusive, worldwide, royalty-free license to host, reproduce, modify, display, and use Client Materials solely as necessary to provide the Services.

4.4 Platform & regulatory compliance.

Client is responsible, at its own expense, for complying with the terms and policies of every third-party platform and carrier (including Google, Meta, GoHighLevel, Twilio, carriers, and aggregators) and with all A2P 10DLC and brand/campaign-registration requirements. Client is solely responsible for its own regulatory, professional, and licensing obligations and for any privacy policies, disclosures, or consents its own end users require. Platform and carrier approval, throughput, deliverability, and account standing are controlled by those third parties and are not guaranteed by Veyri Labs.

4.5 Responsibility for end users.

Client is solely responsible for its dealings with its own customers, leads, and end users, including all communications sent through the Services and all goods and services Client sells, bills, and fulfills, and for all related disputes, refunds, and chargebacks. Veyri Labs has no relationship with, and assumes no liability to, Client's customers or end users.

5. Acceptable Use; Suspension

5.1 Prohibited conduct.

Client shall not, and shall not permit any person to, use the Services to:

• send any unsolicited, unlawful, or non-consented message in violation of the TCPA, CAN-SPAM Act, Telemarketing Sales Rule, Do-Not-Call rules, any state mini-TCPA, or carrier policy;
• transmit content that is illegal, fraudulent, deceptive, defamatory, harassing, or obscene, or that promotes a scam or illegal goods;
• transmit content prohibited by carriers, aggregators, or A2P 10DLC rules, including "SHAFT" content (sex, hate, alcohol, firearms, tobacco), adult content, cannabis or controlled substances, or illegal lending;
• transmit malware, or attempt unauthorized access to or interference with any system;
• scrape, crawl, harvest, reverse engineer, decompile, or derive source code, except where this restriction is prohibited by law;
• resell, sublicense, rent, lease, distribute, or white-label the Services except as expressly authorized in writing;
• circumvent or exceed any usage limit or security control, or infringe any third-party right; or
• engage in conduct that, in our reasonable judgment, threatens our standing with any carrier, aggregator, registry, processor, or platform, or exposes us to legal, regulatory, financial, or reputational risk.

5.2 Suspension & termination for cause.

We may, immediately and with or without notice, suspend, restrict, or terminate access and/or this Agreement if: (a) Client violates or is reasonably suspected of violating Sections 4, 5, or any term; (b) Client fails to pay when due or any payment is declined, reversed, or charged back; (c) we reasonably determine continued provision creates legal, regulatory, carrier-compliance, security, or financial risk; (d) a carrier, aggregator, registry, platform, processor, or authority requests it; or (e) Client becomes insolvent or subject to bankruptcy. We may, but need not, offer an opportunity to cure. Suspension does not relieve Client of payment obligations, and we have no liability for any suspension or termination under this Section.

6. Websites & Ownership

7. CRM Platform License

The Veyri Labs CRM and automation platform is licensed, not sold, to you on a monthly subscription for your internal business use. You do not own the platform, configurations, snapshots, pipelines, or workflow logic, but you own the data, contacts, and content you upload into it. The license is non-exclusive, non-transferable, non-sublicensable, and revocable, and terminates automatically on expiration, termination, or non-payment. You may request a full export of your CRM data during your active subscription, or within the export window in Section 16, in a commercially reasonable format.

8. AI Agents & Automations

The Services include AI agents and automations (chat, voice, email, and SMS) that generate content automatically ("AI Output"). You agree to the following.

8.1 No warranty of accuracy.

AI Output is generated by probabilistic models and may be inaccurate, incomplete, outdated, biased, offensive, or entirely fabricated ("hallucinations"). AI features and all AI Output are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. You assume all risk arising from your use of and reliance on AI Output.

8.2 Human review (human-in-the-loop).

You are solely responsible for reviewing, verifying, editing, and approving all AI Output before relying on, publishing, transmitting, or using it, including AI Output sent to your customers or prospects via chat, voice, email, or SMS, and for configuring appropriate human-review checkpoints for any automated communications you enable. You retain full editorial and operational control, and you release Veyri Labs from liability for any AI Output that you or your configured automations publish, send, or act upon without adequate human review.

8.3 Not professional advice.

AI Output and the Services do not constitute, and are not a substitute for, professional legal, medical, financial, tax, accounting, or other licensed advice, and create no professional-client relationship.

8.4 Ownership of AI Output.

You acknowledge that, under current U.S. Copyright Office guidance and case law, content generated entirely by AI without sufficient human authorship may not be eligible for copyright protection, and no party may be able to claim exclusive ownership of, or register a copyright in, purely AI-generated material. We make no representation or warranty that any AI Output is protectable, is owned exclusively by either party, or is free of similarity to outputs provided to others from similar prompts or models, and we cannot assign rights we do not own. You are responsible for the consents and rights in any data, prompts, or materials you provide to configure or ground the AI agents.

9. SMS / Messaging Program

Veyri Labs operates and configures SMS/text-messaging programs. The following applies to messages sent by or through Veyri Labs.

Where Client uses the Services to send messages, Client's consent, opt-out, and content obligations in Section 4 and Section 5 apply, and Client's indemnity in Section 14 covers any resulting claim.

10. Payment Terms

10.1 Authorization to charge.

Client authorizes Veyri Labs and its processor, Stripe, Inc., to store Client's payment method on file and automatically charge it on a recurring basis for all fees in the applicable Order, including monthly recurring fees, setup fees, usage fees, pass-through amounts, taxes, and any late fees. This is a merchant-initiated, stored-credential recurring authorization that remains in effect until Client cancels under Section 10.4 or the Agreement terminates, and survives until all amounts owed are paid in full. Payment processing is also governed by the Stripe Services Agreement.

10.2 Auto-renewal.

This is a month-to-month subscription that automatically renews until cancelled. By accepting an Order, Client agrees that we will automatically charge the payment method on file for the recurring fee (plus taxes, pass-through ad spend, and usage fees) on the same billing date each month, for successive one-month terms, until cancelled. Client may cancel at any time, easily and without penalty — no retention call and no mailed letter. We send a receipt for each charge.

10.3 Non-refundable; no proration.

All setup, onboarding, build, and one-time fees are fully earned when paid and are non-refundable in whole or in part, regardless of use. Recurring fees are billed in advance and are non-refundable. We do not issue refunds or credits for partial periods, unused time, downgrades, Client-caused suspension, or cancellation, and fees are not pro-rated. Except where a refund is required by non-waivable law, all payments are final.

10.4 Cancellation.

Client may cancel at any time by (i) clicking "Cancel" in the billing portal, or (ii) emailing hello@veyrilabs.com with the account name and "cancel subscription." Cancellation requires no phone call or retention process. A request is effective at the end of the then-current monthly period in which it is received; Services remain active through that paid period, the next renewal charge will not occur, and no partial-period refund is issued. Cancellation does not relieve amounts already due, including ad spend already committed.

10.5 Late or failed payment.

If a charge fails, we (via Stripe) may automatically retry. If any amount remains unpaid when due, we may (a) assess a late fee of the lesser of $35 or 5% of the past-due amount per occurrence; (b) charge interest at 1.5% per month (18% per year) or the maximum rate permitted by South Carolina law, whichever is less; and (c) suspend or disable Services until paid in full. Client remains responsible for recurring fees accruing during a non-payment suspension and reimburses all reasonable collection costs, including attorneys' fees.

10.6 Chargebacks.

Before initiating any chargeback, dispute, or reversal, Client agrees to first contact us at hello@veyrilabs.com and allow at least 10 business days to resolve. Initiating a chargeback or reversal of a charge validly incurred under this Agreement is a material breach, and we may (a) submit this Agreement, the Order, and usage and consent records to the card network; (b) recover the full disputed amount plus all chargeback, processing, and bank fees; (c) recover collection costs including reasonable attorneys' fees; and (d) immediately suspend or terminate Services. A wrongful chargeback does not relieve Client of any payment obligation.

10.7 Price changes; taxes.

We may change recurring fees or add fees on at least 30 days' advance notice; a change takes effect at the start of the next billing cycle, and Client's continued use (or failure to cancel before the change takes effect) constitutes acceptance. All fees are exclusive of taxes; Client is responsible for all applicable sales, use, and similar taxes, excluding taxes on our net income.

10.8 Advertising spend.

Advertising media spend ("Ad Spend") paid to third-party platforms is a separate, Client-funded, pass-through cost that is not included in our management fee. The management fee is separate and earned regardless of results. Client sets and approves the budget and is solely responsible for funding it; Client authorizes us to charge the payment method for any Ad Spend we advance. We are not liable for the cost, performance, results, ROAS, account suspensions, or policy actions of any platform, and results are not guaranteed. We pass through any net platform refund actually received, to the extent Client funded it, net of fees already earned.

11. Intellectual Property

11.1 Veyri Labs IP.

As between the parties, Veyri Labs exclusively owns all rights in its platform, software, code, APIs, tools, scripts, automations, libraries, website templates, design systems, reusable components, pre-existing and independently developed materials ("Background IP"), its CRM configurations, snapshots, pipelines, workflow logic, prompt libraries, AI-agent configurations, methodologies, know-how, trade secrets, and aggregated or de-identified data, and all improvements and derivatives (collectively, "Company IP"). No Company IP is assigned to Client, and all rights not expressly granted are reserved. Nothing is a "work made for hire" except as expressly stated in Section 11.3.

11.2 License while subscribed.

Conditioned on compliance and timely payment, we grant Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the subscription term only, to access and use the Company IP, CRM, AI agents, and automations for Client's internal business purposes. This is a license to use, not a sale, and terminates automatically on expiration, termination, or non-payment. Client shall not copy, modify, reverse engineer, decompile, create derivatives of, resell, sublicense, remove notices from, or use the Company IP to build a competing product.

11.3 Deliverables — assignment on full payment.

"Deliverables" means the final custom website and other custom deliverables identified in a SOW and delivered to Client, excluding all Background IP, Company IP, and third-party/open-source materials ("Excluded Materials"). Until we receive payment in full of all amounts due for the Deliverables, we own the Deliverables and all work in progress, and Client receives no ownership or license. Effective only upon, and conditioned upon, payment in full, we assign to Client all right, title, and interest in the final Deliverables, excluding the Excluded Materials. If any amount is unpaid when due, any assignment is void from the outset (or, at our election, automatically revoked), and Client shall cease all use.

11.4 Embedded & third-party materials.

Deliverables may incorporate Excluded Materials, which are licensed, not assigned. To the extent our Background IP is embedded in the Deliverables, and conditioned on full payment, we grant Client a non-exclusive, worldwide, royalty-free, perpetual, non-transferable license to use those embedded materials solely as part of the Deliverables, not standalone. Third-party and open-source materials are governed by their own licenses, and Client is responsible for compliance and any fees.

11.5 Portfolio & feedback.

Client grants Veyri Labs a non-exclusive, worldwide, royalty-free license to reproduce, display, and use the Deliverables, screenshots, the work performed, and Client's name, logo, and trademarks in our portfolio, case studies, website, proposals, and marketing to identify Client as a customer and describe the work; Client may revoke this as to forward-looking use by written notice. If Client provides any suggestions or feedback, Client grants us a perpetual, irrevocable, royalty-free, sublicensable license to use it for any purpose without obligation, and no feedback is Client's confidential information.

12. Disclaimer of Warranties

The Services, Deliverables, websites, CRM, AI agents, automations, and related materials are provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS," without warranty of any kind. To the maximum extent permitted by law, Veyri Labs disclaims all warranties, express, implied, statutory, or otherwise, including all implied warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, and TITLE, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components.

Veyri Labs makes no guarantee regarding results. It does not guarantee any number or quality of leads, calls, appointments, clicks, impressions, sales, conversions, customers, or bookings; any search ranking or placement; any ad performance, reach, cost-per-result, or deliverability; any revenue, profit, ROI, or ROAS; or any uptime or availability. Results depend on factors outside our control, and any examples or projections are illustrative only and not promises.

The Services depend on third-party platforms, including Google, Google Ads, Local Services Ads, Meta/Facebook/Instagram, GoHighLevel, Twilio, Stripe, email/SMS providers, AI model providers, and hosting providers. We do not control and are not liable for them, including changes to or discontinuation of their APIs, features, algorithms, policies, or pricing; account review, restriction, suspension, or termination; ad disapproval; changes in ranking, reach, or deliverability; outages, downtime, data loss, or security incidents; and increases in media, messaging, or subscription costs. No act or omission of a third-party platform is a breach by Veyri Labs or gives rise to any liability, refund, or credit. Some jurisdictions do not allow certain exclusions, which apply to you only to the extent permitted by law.

13. Limitation of Liability

The following limits Veyri Labs's liability and is a material basis of the bargain reflected in the fees charged. The parties are sophisticated businesses that have allocated risk between them.

To the maximum extent permitted by law, Veyri Labs's total cumulative aggregate liability arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), strict liability, warranty, statute, or otherwise, shall not exceed the greater of (a) the total fees actually paid by Client to Veyri Labs for the Services giving rise to the liability during the three (3) months immediately preceding the event, or (b) one hundred U.S. dollars ($100). Amounts paid to third-party platforms (including ad spend, media spend, messaging/telephony fees, and third-party subscription fees) are not "fees paid to Veyri Labs" and are excluded from this cap.

In no event shall Veyri Labs be liable for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, or for loss of profits or revenue; loss of business, business interruption, or lost opportunity; loss of, damage to, or inaccuracy of data; loss of goodwill or reputational harm; lost anticipated savings; diminution in value; or cost of substitute goods or services, regardless of the theory of liability and regardless of foreseeability. These exclusions and limitations apply even if Veyri Labs has been advised of, knew of, or should have known of the possibility of such damages, and even if any remedy fails of its essential purpose. Each limitation is a separate, independent, and severable allocation of risk.

The limitations in this Section do not apply to liability that cannot be limited under law, including (a) gross negligence, willful misconduct, or reckless, wanton, or intentional conduct; (b) fraud; and (c) death or bodily injury caused by negligence. Client's obligations to pay fees and amounts owed, and Client's indemnification obligations, are not subject to the cap. Client acknowledges it is a business contracting for commercial purposes, had the opportunity to review these Terms and consult counsel, and that these limitations are reasonable and reflect a negotiated risk allocation without which Veyri Labs would not provide the Services at the stated fees.

14. Indemnification

Client shall defend, indemnify, and hold harmless Veyri Labs and its parent, subsidiaries, affiliates, and their respective members, managers, officers, directors, employees, agents, contractors, and successors (the "Veyri Parties") from and against all claims, demands, actions, investigations, suits, or proceedings — whether by a third party, governmental authority, or any contact, lead, customer, or recipient of Client — and all resulting losses, damages, liabilities, fines, civil penalties, statutory damages, settlements, judgments, costs, and reasonable attorneys' and expert fees, to the extent arising from or relating to:

• Client Materials — any content, copy, creative, offers, scripts, contact lists, numbers, emails, or materials provided, uploaded, approved, or directed by Client, including allegations they are false, misleading, defamatory, or unlawful;
• Marketing & messaging law — any campaign Client creates, configures, directs, approves, or schedules, including any actual or alleged violation of the TCPA and its opt-out/revocation rules, the CAN-SPAM Act, the Telemarketing Sales Rule, Do-Not-Call requirements, any state mini-TCPA, any carrier or aggregator rule, any A2P 10DLC requirement, or any communications, privacy, consumer-protection, or advertising law, in connection with any message, call, or contact directed, approved, or initiated by Client or sent to any number or list Client provides;
• Intellectual property — any infringement, misappropriation, or right-of-publicity claim arising from Client Materials or Client's marks, content, or specifications;
• Breach & unlawful conduct — Client's breach of this Agreement or of any representation or warranty, or violation of any law or platform policy; and
• Client's business — Client's products, services, operations, and dealings with its own customers, leads, and end users.

We will give Client written notice of a claim within a reasonable time (delay relieves Client only to the extent materially prejudiced). We may, at our option, control the defense and settlement with counsel of our choosing at Client's expense, or permit Client to assume the defense with counsel reasonably acceptable to us (in which case we may participate with our own counsel at our expense). Client shall not settle any claim in a way that imposes any obligation or admits fault by any Veyri Party, or that lacks a full release of the Veyri Parties, without our prior written consent. This Section survives termination.

15. Dispute Resolution — Binding Arbitration, Class & Jury Waiver

Please read carefully. This Section requires binding individual arbitration and waives your right to a jury trial and to participate in a class or representative action. You may opt out within 30 days as described in Section 15.6.

15.1 Agreement to arbitrate; FAA.

Except for the carve-outs below, any dispute arising out of or relating to this Agreement, the Services, or the relationship between the parties — in contract, tort, statute, fraud, or any theory — shall be resolved exclusively by final and binding individual arbitration. This Agreement evidences interstate commerce, and the Federal Arbitration Act governs this Section. The arbitrator has exclusive authority over the formation, scope, validity, interpretation, and enforceability of this arbitration agreement, except that the enforceability of the Class Action Waiver shall be decided by a court.

15.2 Pre-arbitration notice.

Before starting an arbitration, the claiming party must send an individualized written Notice of Dispute describing the specific nature, basis, and relief sought, with the claimant's name, account, and signature, to hello@veyrilabs.com. The parties will negotiate in good faith for 60 days. This individualized process is a condition precedent to arbitration; applicable limitations periods are tolled during it.

15.3 Rules, forum & costs.

Arbitration is administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, where applicable, its Mass Arbitration Supplementary Rules) by a single arbitrator applying South Carolina substantive law. The seat and venue is Charleston County, South Carolina (telephonic or video proceedings permitted). Each party bears its own attorneys' fees and an equal share of arbitrator and AAA fees, except as the AAA fee schedule requires, a fee-shifting statute applies, or the arbitrator finds a claim frivolous. The award is final and may be entered in any court of competent jurisdiction.

15.4 Class-action waiver.

You and Veyri Labs agree each may bring claims against the other only individually, and not as a plaintiff or class member in any class, collective, consolidated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate claims or preside over any class proceeding and may award relief only to the individual party. If the Class Action Waiver is found unenforceable as to a particular claim, only that specific class or representative claim is severed and adjudicated in a court in Charleston County, South Carolina, while all other claims remain in arbitration; in no event will any class claim be arbitrated.

15.5 Mass-arbitration coordination.

If 25 or more individual demands asserting similar claims are filed by or with the coordination of the same or coordinated counsel within 90 days, they will be administered as a single coordinated proceeding under the AAA Mass Arbitration Supplementary Rules, with a process arbitrator to resolve threshold issues, staged fees, required claimant certifications, and bellwether procedures, with limitations tolled while a claim awaits its batch.

15.6 30-day opt-out.

You may opt out of this Section 15 by written notice within 30 days after first accepting these Terms, sent to hello@veyrilabs.com with the subject "Arbitration Opt-Out," stating your business name, the account or email used, and a clear statement that you opt out. Opting out will not affect any other provision and will not result in any adverse action. If you do not opt out within 30 days, you are bound. This is the exclusive opt-out method.

15.7 Carve-outs & jury waiver.

Either party may (a) bring an individual action in small-claims court within its jurisdiction, and (b) seek injunctive or equitable relief and bring claims for infringement or misappropriation of intellectual property or confidential information in a court in Charleston County, South Carolina. Seeking such relief does not waive the right to compel arbitration of any other claim.

To the fullest extent permitted by law, if any claim proceeds in court rather than arbitration, each party knowingly, voluntarily, and intentionally waives any right to a jury trial. Each party acknowledges it is a sophisticated business, had the opportunity to consult counsel, and that this waiver is a material inducement to enter this Agreement.

16. Term, Termination & Effect

The Services are month-to-month. Either party may terminate for convenience on at least 30 days' prior written notice (email sufficient); termination is effective at the end of the then-current paid billing period, and Client remains responsible for all fees accrued through the effective date. We may also suspend or terminate for cause under Section 5.2 or for non-payment under Section 10.

Upon termination: (a) all licenses end and Client ceases use; (b) access to the platform, dashboards, and any white-labeled CRM is revoked, and numbers, sub-accounts, registrations, and integrations we provisioned may be deactivated or reclaimed; (c) Client retains ownership of any website Deliverable paid for in full (Section 11), and on written request within the export window we will provide reasonable transfer assistance. For 30 days after the effective termination date (the "Data Export Window"), conditioned on Client's account being paid in full, we will make Client's stored contact and campaign data available for export in a commercially reasonable format on written request. After the window, we may permanently delete or render inaccessible Client's data, with no liability, except where a longer retention is legally required. Except where required by non-waivable law, all fees are non-refundable, and no refund, credit, or proration is issued upon suspension or termination for any reason.

17. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or reasonably understood to be confidential, including business plans, pricing, customer and prospect data, methodologies, software, configurations, prompts, and the terms of this Agreement; Company IP is Veyri Labs's Confidential Information. Confidential Information excludes information that is or becomes public through no fault of the recipient, was rightfully known before disclosure, is rightfully received from a third party without obligation, or is independently developed without use of the discloser's Confidential Information. The recipient will use Confidential Information solely to perform or exercise rights under this Agreement, disclose it only to personnel and advisors with a need to know who are bound by at least as protective obligations, and protect it with at least reasonable care. Disclosure compelled by law is permitted with prompt notice where allowed. These obligations survive for three years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under law. We may retain and use de-identified or aggregated data.

18. General Provisions

18.1 Force majeure.

Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action or change of law, and failures, outages, throttling, suspension, deprecation, price changes, or discontinuation of the internet or telecom networks, hosting and cloud providers, third-party platforms and APIs (including GoHighLevel, payment processors, advertising platforms, carriers, and AI model providers). If such an event continues 30 or more consecutive days, either party may terminate the affected Services on written notice, without liability except for accrued amounts.

18.2 Assignment.

Client may not assign or transfer this Agreement or any rights or obligations, whether by operation of law, change of control, merger, or otherwise, without our prior written consent, and any attempted assignment is void. We may freely assign, including in a merger, acquisition, reorganization, financing, or sale of assets, and may use subcontractors (remaining responsible for their performance).

18.3 Severability; no waiver; entire agreement.

If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to be valid, or if it cannot be, severed, and the remaining provisions continue; the parties intend the limitations of liability, warranty disclaimers, and IP provisions to be enforced to the maximum extent permitted even if another provision is unenforceable. No failure or delay in exercising any right is a waiver, and a waiver is effective only if in writing and signed by the waiving party. This Agreement, including Order Documents, is the entire agreement and supersedes all prior or contemporaneous agreements, proposals, and representations; Client has not relied on any statement not set out here, and any Client purchase order or pre-printed terms are rejected.

18.4 Governing law; venue.

This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 15, the exclusive venue for any action not subject to arbitration (including actions to compel arbitration or confirm or enforce an award, or to seek injunctive relief) lies in the state or federal courts in Charleston County, South Carolina, and each party consents to personal jurisdiction there and waives any objection to venue or forum.

18.5 Relationship; beneficiaries; notices.

The parties are independent contractors; nothing creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship, and neither party may bind the other. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and confers no rights on any other person. We may identify Client as a customer and reference the general nature of the Services in our marketing; neither party will issue a press release specifically about the other without prior written consent (email sufficient). Notices must be in writing and are deemed given when delivered personally or by overnight courier, or when sent by email to the address on file (for Veyri Labs, hello@veyrilabs.com) with confirmation of transmission and no bounce-back, deemed received the next business day.

18.6 Electronic communications; compliance.

Client consents to receive communications, agreements, notices, and records electronically and agrees that electronic delivery satisfies any "in writing" requirement, and that electronic signatures and records are valid to the same extent as handwritten signatures under the E-SIGN Act and South Carolina law. Each party will comply with all applicable laws, including U.S. export-control, sanctions, and anti-bribery laws; Client represents it is not located in, or a resident of, any embargoed or sanctioned country and is not on any U.S. restricted-party list.

18.7 Survival.

Sections concerning Client responsibilities and warranties, acceptable use, intellectual property, payment obligations accrued, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and these general provisions survive termination, along with any provision that by its nature should survive.

19. Changes to These Terms

We may update these Terms as described in Section 1.4. The "Last Updated" date above reflects the most recent revision. We will provide notice of material changes by email or in-Service notice, and continued use after the effective date constitutes acceptance.

20. Contact

For questions about these Terms, contact:

See also our Privacy Policy, which is incorporated into these Terms by reference.