Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") form a binding agreement between you and Francis Beaudet Neron, operating under the trade name "Vero" ("Vero", "we", "us", or "our"), and govern your access to and use of the Vero platform, websites, applications, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you may not use the Service.

If you use the Service on behalf of an organization, you represent that you are authorized to accept these Terms for that organization, and "you" refers to that organization.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to create an account and use the Service. By using the Service you represent and warrant that you meet these requirements and that all registration information you provide is accurate.

You may not use the Service if you are barred from doing so under the laws of Quebec, Canada or any other applicable jurisdiction.

3. User Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly at factoreasec@gmail.com of any unauthorized use or suspected security breach.

You agree to provide accurate and complete account information and to keep it current. We may suspend or terminate accounts that contain false, outdated, or misleading information.

4. Subscription Plans

Vero offers paid subscription plans and one-time credit purchases. The specific features, quotas, and prices for each plan are described on our pricing page and may change from time to time.

Monthly subscriptions

Monthly plans grant access to plan features and included allowances for a one-month term that renews each month until cancelled.

Annual subscriptions

Annual plans grant access to plan features for a twelve-month term, typically billed once up front, that renews each year until cancelled.

Credit packs

Credit packs are one-time purchases of additional credits that supplement your plan allowance. Credit packs are not subscriptions and do not renew automatically.

Stripe billing

All payments are processed by our third-party payment processor, Stripe. By subscribing or purchasing, you authorize us and Stripe to charge your selected payment method. We do not store full payment card numbers; card handling is governed by Stripe.

5. Billing

Recurring billing and renewals

Subscriptions renew automatically at the end of each billing period at the then-current price using your payment method on file, unless you cancel before the renewal date. By subscribing you authorize these recurring charges until you cancel.

Failed payments

If a payment fails, we may retry the charge and may suspend or downgrade access to paid features until payment succeeds. You remain responsible for amounts owed.

Upgrades

If you upgrade, the change takes effect as described at checkout. Any proration or immediate charge is handled through Stripe according to the plan terms shown at the time of upgrade.

Downgrades

If you downgrade, the change generally takes effect at the start of your next billing period. Reduced allowances, quotas, or features may apply once the downgrade is effective.

Price changes

We may change subscription prices or plan features. Any change to the price of a recurring subscription applies to future billing periods, not to a period you have already paid for. Where required by applicable law, we will give you advance notice of a material change before it takes effect and, where required, the ability to cancel before the change applies. Continuing to use the Service or allowing your subscription to renew after a change takes effect constitutes acceptance of the new price.

Taxes

Prices are exclusive of taxes unless stated otherwise. You are responsible for any applicable taxes, and we may collect them where required.

Currency

Prices are shown and charged in the currency indicated at checkout. If your payment method uses a different currency, your bank or card issuer may apply conversion rates and fees that are outside our control.

Payment processor

Payments are handled by our third-party payment processor (Stripe). We are not responsible for errors, outages, holds, or limitations imposed by the payment processor or by your financial institution.

Unauthorized or fraudulent transactions

You are responsible for keeping your payment method and account secure. If you believe a charge was unauthorized or fraudulent, contact us promptly (see the Contact Information section). We may investigate, suspend access, and take steps permitted by law to address suspected payment fraud, as further described in the Chargeback Policy section.

Nothing in this Billing section or in the Subscription Plans, Cancellation, or Refund Policy sections limits any mandatory rights granted to consumers under applicable law, including the Quebec Consumer Protection Act. See the Consumer Rights and Mandatory Protections section.

6. Cancellation

You may cancel your subscription at any time from your account billing settings or by contacting us (see the Contact Information section). Cancellation stops future automatic renewals.

Your subscription remains active until the end of your current paid billing period, after which paid features end. No additional renewal charges are made after cancellation. Cancellation does not, on its own, entitle you to a refund for any unused portion of a period you have already paid for, except where a refund is required by applicable law.

Nothing in this section limits any mandatory cancellation rights you may have under applicable consumer-protection law, including the Quebec Consumer Protection Act and distance-contract rules where they apply. See the Consumer Rights and Mandatory Protections section.

7. Refund Policy

Except where a refund is required by applicable law, subscription purchases, annual plan purchases, and credit pack purchases are generally non-refundable, including for services already rendered and for Credits that have already been used to generate Output.

We do not provide refunds for used Credits, for completed services, or where we reasonably believe a refund request is made in bad faith or to abuse the Service.

If you believe you were charged in error or experienced a billing mistake, contact us within thirty (30) days of the charge and we will review and correct genuine billing errors.

Nothing in this section limits any mandatory cancellation, distance-contract, or refund rights you may have under applicable consumer-protection law, including the Quebec Consumer Protection Act. Where such rights apply, they prevail over this section to the extent of any conflict.

8. Credits

The Service uses a credit system to meter certain generation and rendering actions ("Credits"). Credits may be included with a subscription plan or purchased separately as credit packs.

• Purchased credits are one-time Credits you buy in addition to your plan allowance.
• Purchased credit packs do not expire while your account remains active. Credits included with a subscription reset at the beginning of each billing period and do not roll over into subsequent billing periods unless explicitly stated otherwise.
• Included subscription credits are the allowances granted as part of your plan for each billing period.

Credits have no cash value, are not transferable, and may not be sold or exchanged except as expressly permitted by us. We may take action, including reversing Credits or suspending accounts, to prevent abuse, fraud, or manipulation of the credit system.

9. BYOK (Bring Your Own Key)

The Service supports a Bring Your Own Key ("BYOK") model that lets you connect your own third-party provider API keys, including but not limited to OpenAI, Anthropic, ElevenLabs, and future supported providers.

When you use BYOK, you are solely responsible for:

• All usage carried out through your keys.
• All costs, fees, and charges billed by those providers.
• Managing your quotas, rate limits, and provider account status.
• Complying with each provider's terms of service, usage policies, and applicable law.
• Ensuring that any keys you provide are your own and are not stolen, unauthorized, or used in violation of any third party's rights.

We are not responsible for provider availability, provider billing, or any action a provider takes on your account, including suspension, rate-limiting, or termination. We do not guarantee the availability, performance, or continuity of any third-party API. You must not provide API keys that you are not authorized to use. You may store and remove your keys through the Service; how we handle stored keys is described in our Privacy Policy.

10. User Content and Output

"User Content" means the prompts, text, images, audio, and other assets you upload or provide. "Output" means the scripts, images, voiceovers, videos, titles, descriptions, and other content generated for you through the Service based on your instructions.

As between you and Vero, you retain ownership of your prompts, your uploaded assets, and the Output you generate, subject to the rights of any third parties and to the terms of any AI providers you use. Vero does not claim ownership of your creations.

You grant Vero only the limited, non-exclusive, worldwide, royalty-free license needed to operate the Service, including to host and store your User Content and Output, process your requests, provide the Service's features to you, maintain security, and prevent abuse. We do not use this license to claim ownership of, sell, or publicly exploit your creations.

This license lasts only as long as needed for those purposes and ends when your User Content and Output are deleted, except for residual copies retained for a limited period in backups or as required by law.

11. AI Generated Content

The Service uses artificial intelligence to generate Output such as scripts, imagery, voiceover, and video. AI Output can be inaccurate, incomplete, offensive, biased, or otherwise unsuitable, may not be unique, and similar or identical Output may be generated for other users.

• You are responsible for reviewing all Output before use or publication.
• You are responsible for ensuring your use of the Output complies with applicable law and platform policies.
• You must independently verify any factual, legal, medical, financial, or other claims in Output.
• You are responsible for obtaining any rights or permissions needed to publish or distribute the Output, including any copyright or trademark clearance.

Vero does not guarantee the accuracy, originality, or fitness for any purpose of AI Output.

To the maximum extent permitted by law, Vero does not guarantee that generated content will qualify for copyright protection or exclusive ownership, and Vero does not guarantee any monetization eligibility, approval, or acceptance of Output by any third party or platform.

Where Output incorporates or resembles material subject to third-party rights, you are responsible for obtaining any necessary rights or permissions. Vero does not guarantee ownership of Output where third-party rights apply.

AI training and data use

Vero does not use User Content to train our own AI models. Third-party AI providers may process your inputs and Output according to their own terms, privacy policies, and agreements. Your prompts, uploaded files, and Output are stored to provide the Service, and you may request deletion as described in our Privacy Policy. We may use aggregated or de-identified data that does not identify you to operate, secure, and improve the Service. How we handle personal information is described in our Privacy Policy, and, where required by applicable law, we rely on your consent.

12. Professional Advice Disclaimer

The Service and its Output are provided for general informational and creative purposes only. Vero does not provide legal, medical, financial, tax, or other professional advice, and Output must not be relied upon as professional advice.

You are responsible for independently verifying any factual, legal, medical, financial, or other claims in Output before using or publishing it, and for consulting a qualified professional where appropriate.

13. Intellectual Property

The Service, including its software, design, branding, and content we provide, is owned by Vero or its licensors and is protected by intellectual property laws. Except for the rights expressly granted to you, we reserve all rights in the Service.

You represent and warrant that you own or have all necessary rights, licenses, and permissions to use, upload, and process any material you submit to the Service, and that your material does not infringe the rights of any third party.

14. Copyright

We respect intellectual property rights and expect users to do the same. We do not permit content that infringes the copyright or other rights of any party.

Reporting infringement

If you believe content on or generated through the Service infringes your copyright or other rights, send a notice to factoreasec@gmail.com that identifies the work, identifies the allegedly infringing material and where it is located, provides your contact information, and includes a statement made in good faith. We respond to valid notices consistent with applicable law, including Canada's notice-and-notice regime under the Copyright Act and, where applicable, the United States Digital Millennium Copyright Act (DMCA).

Counter-notice

If your content was removed or disabled and you believe this was a mistake or misidentification, you may contact us at factoreasec@gmail.com with an explanation, and we will consider it consistent with applicable law.

Repeat infringers

We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

If we designate an agent to receive copyright notices under the DMCA, that agent's contact details will be posted here or provided on request.

15. Acceptable Use

You agree not to use the Service to:

• Engage in or promote any illegal activity.
• Infringe copyright, trademark, publicity, privacy, or other rights.
• Create, upload, or distribute malware or other harmful code.
• Abuse, harass, threaten, defame, or harm others.
• Commit fraud or engage in deceptive or misleading practices.
• Send spam or unsolicited or bulk communications.
• Attempt to compromise the security or integrity of the Service or its users.
• Engage in automated abuse, scraping, or excessive load that disrupts the Service.
• Reverse engineer, decompile, or disassemble the Service except where such restriction is prohibited by law.

We may investigate and take action, including removing content and suspending or terminating accounts, for any violation of this section.

16. Security

We use reasonable administrative, technical, and organizational measures designed to protect the Service and the information it processes, including encryption in transit and encryption of user-provided API keys at rest.

You are responsible for maintaining the security of your account, including keeping your credentials confidential, using a strong and unique password, and promptly notifying us of any unauthorized access or suspected breach, as described in the User Accounts section.

No product, service, or system is completely secure, and we cannot guarantee absolute security. We do not claim any specific security certification. Where a security breach affecting your personal information occurs, we will respond as required by applicable law, including any notification obligations.

17. Third-Party Services

The Service integrates with third-party services, including but not limited to Stripe, YouTube, Google, AI providers (such as OpenAI, Anthropic, Google, ElevenLabs, and Kling), stock media providers (such as Pexels and Pixabay), and future integrations. Your use of those services is governed by their own terms and privacy policies.

We are not responsible for the availability, accuracy, or practices of third-party services. When you connect a third-party account, you authorize the exchange of information necessary to provide the requested features, as described in our Privacy Policy.

18. Service Availability

We aim to keep the Service available and reliable, but we do not guarantee any level of uptime or that the Service will be uninterrupted, timely, secure, or error-free. We may modify, suspend, or discontinue any part of the Service at any time, with or without notice.

19. Disclaimer of Warranties

The Service and all content and Output are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will meet your requirements or that Output will be accurate or reliable.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you. See the Consumer Rights and Mandatory Protections section.

20. Limitation of Liability

To the maximum extent permitted by law, in no event will Vero or its affiliates, officers, employees, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to your use of or inability to use the Service.

To the maximum extent permitted by law, our total aggregate liability for all claims relating to the Service will not exceed the greater of the amounts you paid to us for the Service in the twelve months before the event giving rise to the claim, or one hundred United States dollars (USD 100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including certain rights under the Quebec Consumer Protection Act. Where such law applies, the limitations in this section apply only to the extent permitted, as described in the Consumer Rights and Mandatory Protections section.

21. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Vero and its affiliates and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your User Content, your Output, your use of the Service, your violation of these Terms, or your violation of any law or third-party right.

22. Privacy and Data Protection

Your privacy matters to us. Our Privacy Policy explains what personal information we collect, how we use and share it, and the choices and rights you have. By using the Service, you acknowledge our Privacy Policy, which is incorporated into these Terms by reference.

We handle personal information in accordance with applicable privacy laws, which may include Quebec's Act respecting the protection of personal information in the private sector (as amended, commonly referred to as Law 25), the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, and, for users in the European Economic Area or the United Kingdom, the General Data Protection Regulation (GDPR). Details, including how to exercise your rights, are set out in the Privacy Policy.

23. Suspension and Termination

You may stop using the Service at any time, and you may request deletion of your account by contacting us (see the Contact Information section); such requests are handled manually within a reasonable timeframe, and there is currently no self-service account-deletion feature. We may suspend or terminate your access to the Service, in whole or in part, at any time if we reasonably believe you have violated these Terms, created risk or legal exposure, or engaged in abusive, fraudulent, or unlawful conduct.

Immediate termination

We may suspend or terminate your access immediately, and without prior notice, if we reasonably believe you have engaged in fraud, abuse, illegal activity, security threats, copyright or other infringement, or payment fraud.

Effect of termination

• You lose access to the Service and to your account.
• Where permitted by applicable law, you may lose unused Credits and any associated features.
• Deletion and retention of your data are handled as described in our Privacy Policy.

On termination, your right to use the Service ends. Sections that by their nature should survive, including ownership, disclaimers, limitation of liability, indemnification, and governing law, will survive termination.

24. Dispute Resolution

We want to resolve any concern quickly and fairly. Before starting any formal legal proceeding, you agree to first contact us (see the Contact Information section) and describe the issue, so that we can try to resolve it informally.

You and Vero agree to negotiate in good faith to resolve any dispute for a period of at least thirty (30) days after such notice. If the dispute is not resolved through good-faith negotiation, the parties may, where appropriate and mutually agreed, attempt to resolve it through non-binding mediation before pursuing litigation.

Where permitted by applicable law, the parties may agree to submit a dispute to arbitration. Nothing in these Terms, however, requires you to arbitrate or waives any right to bring a claim before a competent court where mandatory arbitration would conflict with the consumer-protection laws of Quebec, Canada, or other applicable law.

Except as otherwise required by applicable law, any dispute is governed by, and will be resolved in accordance with, the Governing Law section of these Terms, subject to the Consumer Rights and Mandatory Protections section.

25. Consumer Rights and Mandatory Protections

If you are a consumer, you may have mandatory rights under the consumer-protection laws of your jurisdiction that cannot be waived or limited by contract. Nothing in these Terms is intended to remove, limit, or override those mandatory rights.

If you are a consumer in Quebec, your rights under the Quebec Consumer Protection Act, and any other applicable Quebec law, remain in full effect. To the extent any provision of these Terms conflicts with a mandatory consumer protection that applies to you, that mandatory protection prevails and the conflicting provision applies only to the maximum extent permitted by law.

Provisions in these Terms that limit liability, disclaim warranties, waive class or representative proceedings, or require particular dispute-resolution steps apply only to the extent they are enforceable under the law that applies to you.

26. Class Action Waiver

To the maximum extent permitted by applicable law, you and Vero agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

This waiver applies only where it is legally enforceable. It does not apply to, and does not waive, any right that cannot be waived under applicable law, and it does not override the mandatory consumer protections available to you, including those under the laws of Quebec, Canada. If this waiver is found unenforceable for a particular claim, it will not apply to that claim but will remain in effect for all others.

27. Export Control Compliance

You agree to comply with all applicable export control and trade laws, including those of Canada and, where applicable, the United States, as well as applicable international sanctions and embargo regulations.

You represent and warrant that you will not use, export, re-export, or transfer the Service, or permit its use, in any jurisdiction subject to a comprehensive embargo, or for any purpose prohibited by applicable export control laws, including any prohibited end use.

28. Sanctions Compliance

You represent and warrant that you are not, and are not acting on behalf of any person or entity that is:

• Located in, or ordinarily resident in, a country or region subject to comprehensive sanctions;
• Identified on any applicable government sanctions or restricted-party list; or
• Owned or controlled by, or acting on behalf of, any such sanctioned person or entity.

We reserve the right to suspend, restrict, or terminate access to the Service where required to comply with applicable sanctions or other laws.

29. Force Majeure

Vero will not be liable or considered in breach of these Terms for any delay or failure to perform to the extent caused by events beyond its reasonable control, including but not limited to internet or network failures, cloud infrastructure or hosting outages, outages or failures of third-party AI providers, cyberattacks and denial-of-service attacks, government actions or orders, natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, and labor disputes.

During such an event, Vero's affected obligations are suspended for the duration of the event, and timelines for performance are extended accordingly. This section does not excuse your obligation to pay amounts already due.

30. Beta Features

From time to time, Vero may offer features identified as beta, preview, experimental, or early access ("Beta Features"). Beta Features let you try new functionality and may change, be suspended, or be removed at any time without notice.

• Beta Features are experimental and may be incomplete or unstable.
• They are more likely to contain bugs or errors than generally available features.
• We do not guarantee their availability, performance, or continued existence.
• Any feedback you provide about Beta Features may be used by Vero to operate and improve the Service without restriction or compensation to you.

Except where required by applicable law, Beta Features are provided "AS IS" and are subject to the Disclaimer of Warranties and Limitation of Liability sections.

31. API Usage Limits

The Service may impose rate limits, quotas, and other technical limits to protect its stability and ensure fair access for all users. In addition to the Acceptable Use section, you agree that you will not:

• Circumvent, disable, or attempt to bypass any rate limit, quota, or usage restriction;
• Abuse, overload, or misuse the Service or its programmatic interfaces;
• Generate excessive or automated requests beyond normal individual or business use;
• Engage in or attempt any denial-of-service behavior; or
• Otherwise interfere with the stability, integrity, or performance of the Service.

We reserve the right to throttle, restrict, or suspend activity that we reasonably believe violates this section, where permitted by applicable law.

32. Reasonable Use of Unlimited Plans

Where a plan is described as "unlimited" or as offering unlimited use of a feature, that description is subject to fair and reasonable use. "Unlimited" is intended for normal individual and business use of the Service and does not mean unlimited computing, storage, or hardware resources.

Unless expressly stated otherwise, an unlimited plan does not include, and we may limit:

• Infinite or unbounded concurrent rendering;
• Automated or scripted mass generation of content;
• Reseller use, or providing the Service to third parties as your own;
• Datacenter-scale or industrial-scale workloads; or
• Usage patterns that place an unreasonable burden on the Service or degrade access for other users.

We will apply any such limits reasonably and in a manner intended to preserve access for legitimate users. This section does not reduce the specific allowances described in the Subscription Plans and Credits sections.

33. Account Sharing Restrictions

Your account is personal to you and is intended for your use only, unless a team, organization, or seat-based feature expressly permits shared use. You remain responsible for all activity under your account, as described in the User Accounts section.

• You may not share your login credentials with others;
• You may not sell, sublicense, or otherwise transfer access to your account;
• You may not rent, lease, or lend your account or its features to any third party.

We may suspend or restrict any account that we reasonably believe has been shared in violation of these Terms, or that appears to be compromised, where permitted by applicable law.

34. Chargeback Policy

Chargebacks and payment reversals made without a valid basis harm the Service and other users. If you believe you were charged in error, please contact us first (see the Refund Policy and Contact Information sections) so we can help resolve the issue.

Where permitted by applicable law, if a payment is reversed, disputed, or charged back without a valid basis, we may:

• Suspend or restrict your account and access to paid features;
• Temporarily withhold or revoke Credits or features associated with the disputed payment until the dispute is resolved; and
• Seek to recover any outstanding balance and the reasonable costs associated with the dispute.

Nothing in this section limits any right you have under applicable consumer-protection law, and legitimate disputes and refunds required by law are unaffected.

35. AI Provider Outages

The Service depends on third-party AI and media providers to generate scripts, images, voiceover, and video, including providers such as OpenAI, Anthropic, and ElevenLabs, along with other current or future providers. This dependence applies both to Vero-managed generation and to Bring Your Own Key usage described in the BYOK section.

Outages, delays, rate limits, model changes, deprecations, pricing changes, or API failures at these providers are outside Vero's control and may temporarily affect the availability, speed, or quality of generation. This section supplements the AI Generated Content and Service Availability sections, and such provider events are treated consistently with the Force Majeure section where applicable.

36. Age Restrictions for Published Content

You are solely responsible for ensuring that any content you generate, publish, or distribute using the Service complies with all applicable requirements, including:

• Age restrictions and audience-appropriateness rules;
• Sensitive or restricted content rules;
• Advertising, marketing, and disclosure regulations;
• The requirements of the platforms on which you publish; and
• All other applicable laws and regulations.

Vero does not review or approve every generated video before it is published. Consistent with the AI Generated Content section, you remain responsible for reviewing your content before use or publication.

37. Content Moderation and Illegal Content

In addition to the Acceptable Use section, and where permitted by applicable law, Vero may, at its discretion, remove or disable access to content and investigate suspected violations. We may take such action with respect to content that is:

• Illegal, or that facilitates illegal activity;
• Infringing of intellectual property or other rights;
• Abusive, harassing, or harmful; or
• In violation of these Terms.

We may cooperate with lawful requests from courts, regulators, or law enforcement where we are legally required to do so. We are not obligated to monitor content, and any moderation we perform does not make us responsible for User Content.

38. Compliance with Platform Policies

When you publish or distribute content through third-party platforms, you are responsible for complying with the policies, terms, and community guidelines of those platforms, including but not limited to YouTube, TikTok, Instagram, Facebook, X, and future supported platforms.

• Platform policies are set by those platforms and may change at any time;
• Penalties imposed by a platform are determined by that platform and are outside Vero's control.

Vero does not guarantee, and is not responsible for, any of the following on third-party platforms:

• Approval or acceptance of your content or account;
• Monetization eligibility or revenue;
• Account standing, verification, or status;
• Algorithmic performance, ranking, or distribution;
• Reach, impressions, or audience size; or
• Engagement, such as views, likes, comments, or shares.

To the maximum extent permitted by law, and consistent with the Third-Party Services and Limitation of Liability sections, Vero is not liable for demonetization, content removal, copyright or other claims, strikes, or the suspension or termination of your accounts by third-party platforms.

39. Referral, Affiliate, and Partner Programs

We may offer, from time to time, affiliate programs, creator partnerships, referral rewards, or similar programs. Any such program may be governed by additional rules or terms that we provide, and participation is optional.

We may modify, suspend, or discontinue any such program at any time. Where we reasonably believe there has been fraud, abuse, self-referral, misrepresentation, or a violation of these Terms or the program rules, we may withhold, reverse, or cancel rewards and suspend or remove participants, where permitted by applicable law.

40. Enterprise and Negotiated Agreements

We may enter into separate written agreements with business or enterprise customers. Where you have a negotiated written agreement with us that expressly covers the Service, the terms of that agreement control to the extent they conflict with these Terms for the subject matter they address. In all other respects, these Terms continue to apply.

41. Assignment

You may not assign or transfer these Terms, or your account or rights under them, to anyone else without our prior written consent, and any attempted transfer without consent is void. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, financing, or sale of all or part of our assets or business. These Terms bind and benefit the parties and their permitted successors and assigns.

42. Notices

We may provide legal notices and other communications to you by email to the address associated with your account, by posting on or through the Service, or by other reasonable means. Notices are considered received when sent by email or when posted, unless applicable law requires otherwise.

You are responsible for keeping your account email address current. You may send legal notices to us at the email address listed in the Contact Information section, or to the mailing address listed there where one is provided.

43. Waiver

Our failure or delay in enforcing any provision of these Terms is not a waiver of that provision or of our right to enforce it later. Any waiver must be in writing to be effective, and a waiver on one occasion does not waive any provision on any other occasion.

44. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

45. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms that apply to specific features or programs, constitute the entire agreement between you and Vero regarding the Service and supersede any prior agreements or understandings on that subject. Additional or negotiated terms apply as described in the Enterprise and Negotiated Agreements section.

46. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and may provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

47. Governing Law

These Terms are governed by the laws of the Province of Quebec, Canada, without regard to its conflict-of-laws rules. You agree that any dispute will be subject to the exclusive jurisdiction of the courts located in the Province of Quebec, Canada, except where prohibited by applicable law.

This choice of law and forum does not deprive you, if you are a consumer, of the protection of the mandatory consumer-protection rules of the jurisdiction where you reside, where those rules apply. See the Consumer Rights and Mandatory Protections section.

48. Contact Information

If you have questions about these Terms, contact us at:

• Francis Beaudet Neron, operating under the trade name "Vero"
• Address: Available on request
• Location: Quebec, Canada
• Email: factoreasec@gmail.com