Vyndra — Terms and Conditions of Service

In force since: March 1, 2026

ARTICLE 1 — PREAMBLE

These General Terms and Conditions of Service (the "Terms and Conditions") are issued by SHOP IQ AI SRL, a Romanian limited liability company trading as "VYNDRA", registered with the Romanian Trade Register under number RO 52494632, with its registered office at Strada 22 Decembrie nr. 22, Sc. C, 600197, Romania, duly represented by Andone Alexandru Iulian in his capacity as CEO ("VYNDRA"), and apply to any professional customer having subscribed to VYNDRA's services, or any legal or natural person to whom VYNDRA provides its services or who uses its platform (the "Client" or "you").

ARTICLE 2 — DEFINITIONS

The following capitalized terms shall have the meanings defined below:

ARTICLE 3 — SCOPE AND PURPOSE

The purpose of these Terms and Conditions is to define the conditions under which VYNDRA grants the Client and Users Licenses to use the Services.

All Licenses, Services and offers of Services by VYNDRA shall be exclusively governed by these Terms and Conditions. In the event of a contradiction between the Terms and Conditions and the Specific Conditions, the latter shall prevail.

VYNDRA reserves the right to modify these Terms and Conditions at any time. Continued use of the Services following notification of any modifications shall constitute acceptance of the revised Terms and Conditions.

ARTICLE 4 — PERFORMANCE OF THE SERVICES

4.1 General

VYNDRA provides the Client with access to the Platform, enabling the creation, management and generation of AI-powered creative content — including images, videos, and advertising materials — for social media and marketing purposes, according to the Client's specific needs. Details of the Services are available at https://www.vyndra.ai/.

4.2 Subscription to the Services

VYNDRA's Services are exclusively available to professionals acting within the scope of their business activities.

The Client may subscribe to the Services directly on the VYNDRA website (https://www.vyndra.ai/) or by contacting VYNDRA directly.

To subscribe and access the Platform, the Client must create an account by providing mandatory information including first name, last name, professional e-mail address and password. Subscription is only registered when all mandatory fields are duly completed.

VYNDRA acknowledges receipt of the subscription request by sending a confirmation e-mail. The subscription becomes firm and definitive upon sending of this confirmation e-mail.

The Client guarantees that all information provided in connection with its subscription is accurate and up to date. VYNDRA reserves the right to cancel subscriptions based on inaccurate information.

Access to the VYNDRA Account is carried out via Authentication Credentials (e-mail and password).

4.3 VYNDRA's Contacts

The Client's privileged interlocutors for the provision of the Services are mentioned in the Specific Conditions. VYNDRA reserves the right to replace these contacts and will make its best efforts to substitute them with persons having equivalent knowledge of the Services.

ARTICLE 5 — OBLIGATIONS OF THE CLIENT AND USERS

5.1 General

The Client acknowledges having received the necessary information and understood the operation of the Platform and the Services prior to the conclusion of the Agreement. The Client has verified that the Services meet its technical and operational needs.

The Client shall:

(i) provide VYNDRA with any information or documents necessary for the performance of the Services;

(ii) actively cooperate with VYNDRA, including complying with any deadlines, schedules and procedures established by VYNDRA;

(iii) ensure that Users comply with the terms of the Agreement;

(iv) take all necessary measures to keep Authentication Credentials strictly confidential.

5.2 Access

The Client and Users are not authorized to disclose their Authentication Credentials or grant access to the Services via their VYNDRA Account to any unauthorized person. Any breach of confidentiality or unauthorized use must be promptly reported to VYNDRA. The Client is solely responsible for all activity occurring under Users' Authentication Credentials.

5.3 Usage Restrictions

Throughout the Term, the Client and any User shall not, and shall ensure that no other party using their Authentication Credentials will:

(i) use the Services or Outputs in violation of any applicable law, including laws regarding defamation, Intellectual Property Rights, privacy, rights of publicity, and child sexual abuse material;

(ii) use the Services or Outputs to generate deceptive, hateful, harmful, obscene, offensive, or pornographic content, or to abuse, bully, harass, or stalk any person or group;

(iii) crawl, scrape, or otherwise extract data from the Services;

(iv) access or use the Services through any robot, spider, crawler, or other automated mechanism;

(v) access or use the Services to develop any activity competing with the Services;

(vi) gain or attempt to gain unauthorized access to any of the Services, VYNDRA's systems, databases, servers or third-party AI solutions integrated into the Services;

(vii) introduce any viruses, malware, or other harmful materials into the Services or underlying technology.

5.4 Client Submissions

The Client remains solely responsible for all Client Submissions submitted via the Platform and for any consequences arising from their use. In particular, the Client warrants that it has obtained all necessary and legally valid authorizations from identifiable persons whose image rights or personal data are included in the Client Submissions.

The Client undertakes to fully indemnify and hold VYNDRA harmless against all damages, losses, costs (including reasonable legal fees) resulting, directly or indirectly, from any claim by a third party alleging that the Client Submissions are unlawful.

5.5 Indemnification

The Client shall fully indemnify, defend, and hold VYNDRA harmless against all liabilities, damages, losses and costs (including reasonable attorneys' fees) resulting, directly or indirectly, from any breach of the Agreement, VYNDRA's Privacy Policy or any applicable law by the Client or any User.

ARTICLE 6 — FINANCIAL CONDITIONS

6.1 Price

In consideration of the Licenses granted and Services provided by VYNDRA, the Client undertakes to pay the sums agreed in the Specific Conditions.

6.2 Payment Terms

Unless otherwise agreed, the Services will be invoiced in Euros, (i) monthly, on the date corresponding to the subscription date, or (ii) annually, on the subscription date, by credit card through the payment service provider Dodo Payments — the Client is invited to read the general terms and conditions published by this service provider.

In the event of non-payment on the due date, VYNDRA may (i) apply, by operation of law and without prior notice, late payment interest calculated on the basis of the reference rate of the National Bank of Romania increased by eight (8) percentage points, as well as a fixed recovery fee, and (ii) suspend access to and use of the Platform until full payment is received.

ARTICLE 7 — INTELLECTUAL PROPERTY RIGHTS

7.1 VYNDRA's Platform

The Platform and all its elements (including trademarks, logos, software, graphic design, images and texts) are the exclusive property of VYNDRA or have been licensed to it by a third party.

The Agreement does not entail any transfer of Intellectual Property Rights in respect of elements owned or made available by VYNDRA (including VYNDRA's Knowledge and the Platform).

In consideration of the payment of the sums due, VYNDRA grants the Client the agreed number of non-exclusive, personal, non-assignable and non-transferable Licenses to use the Services and the Platform, worldwide, for the Term of the Agreement, to the extent strictly necessary for its own purposes.

The Client and any User shall not:

(i) copy or reproduce all or part of the Services and/or the Platform;

(ii) modify, improve, translate, adapt or create derivative works from the Services and/or the Platform;

(iii) decompile, reverse engineer or disassemble the Platform or any part of it;

(iv) remove or alter any proprietary notices or labels on the Platform.

7.2 Outputs

Subject to payment of all sums due under the Agreement and subject to the Client's compliance with these Terms and Conditions, VYNDRA assigns to the Client all Intellectual Property Rights in the Outputs generated by the Client through the Platform, to the extent permitted by applicable law and the terms of the underlying AI model providers.

The Client acknowledges that:

(i) VYNDRA makes no warranty regarding the uniqueness of any Output or that Outputs will not be similar to outputs generated for other users of the Platform or third-party AI services;

(ii) the assignability of rights in AI-generated Outputs may be subject to limitations under applicable law, which continues to evolve.

7.3 Client Submissions

The Client retains ownership of all Intellectual Property Rights in its Client Submissions. The Client grants VYNDRA a limited, non-exclusive, royalty-free license to use the Client Submissions solely for the purpose of performing the Services.

ARTICLE 8 — THIRD-PARTY AI PROVIDERS

The Services rely on third-party AI infrastructure providers, including Google Cloud (Vertex AI), fal.ai, and OpenRouter (which provides access to models from providers including OpenAI and Anthropic). The use of these services is governed by the respective terms and conditions of these providers.

VYNDRA does not guarantee the continuous availability of any specific third-party AI model and reserves the right to substitute equivalent providers or models at any time.

ARTICLE 9 — CONFIDENTIALITY

Each Party undertakes to keep strictly confidential all Confidential Information received from the other Party, and not to disclose it to any third party except as required by applicable law or a competent court. This obligation survives for five (5) years following the end of the Agreement.

ARTICLE 10 — WARRANTIES AND DISCLAIMER

VYNDRA warrants that it has the authority to grant the Licenses described herein and that the Platform, as provided, does not infringe the Intellectual Property Rights of any third party to VYNDRA's knowledge.

VYNDRA provides the Services on an "as is" and "as available" basis. VYNDRA does not warrant that the Services will be uninterrupted, error-free, or that Outputs will meet any specific requirements of the Client.

The Client is responsible for verifying that Outputs are suitable for the intended use before relying on them.

ARTICLE 11 — TERM OF THE AGREEMENT AND TERMINATION

11.1 Term

The Agreement takes effect on the subscription date of the Services for the period specified in the Specific Conditions (the "Initial Term"). At the end of the Initial Term, the Agreement is tacitly renewed for successive periods of the same duration, unless terminated by either Party by written notice no later than two (2) months before the end of the current period.

11.2 Termination for Cause

Either Party may terminate the Agreement with immediate effect by written notice if the other Party commits a material breach of its obligations and fails to remedy that breach within thirty (30) days of written notification.

11.3 Consequences of Termination

Upon expiry or termination of the Agreement for any reason:

• the Client shall pay all sums due on a pro rata basis for Services effectively provided;
• the Client and all Users shall immediately cease all access to and use of the Platform and the Services.

ARTICLE 12 — LIABILITY

VYNDRA is bound only by an obligation of means and not by an obligation to achieve a specific result.

VYNDRA shall not be liable for any indirect damage, including but not limited to loss of data, turnover, profits, business opportunity, customers, or reputational damage.

VYNDRA's aggregate liability towards the Client and/or the Users under the Agreement is limited to the amount of the sums actually paid by the Client during the twelve (12) months preceding the event giving rise to liability.

Any claim must be made within twelve (12) months from the date on which the Client became aware, or should have become aware, of the facts giving rise to liability.

ARTICLE 13 — DATA PORTABILITY AND REVERSIBILITY

Upon written request made within fifteen (15) days following the end of the Agreement, VYNDRA may return Client Submissions and Outputs generated via the Platform. Such service may be subject to additional fees.

ARTICLE 14 — FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance due to a force majeure event, understood as any unforeseeable, irresistible and external event beyond the reasonable control of the affected Party, including but not limited to natural disasters, wars, governmental actions, and major disruptions to internet or cloud infrastructure.

The Party claiming force majeure shall promptly notify the other Party in writing and take all reasonable steps to overcome the delay.

ARTICLE 15 — PERSONAL DATA

The provisions relating to the protection of personal data in the context of the Agreement are set out in Appendix 1 (Data Protection) and in the VYNDRA Privacy Policy (available at https://www.vyndra.ai/privacy).

ARTICLE 16 — MISCELLANEOUS

The Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements.

No modification to the Agreement shall be valid unless agreed in writing by the Parties.

VYNDRA shall have the right to assign or otherwise transfer all or part of the Agreement to any third party of its choice. The Client shall have the right to assign the Agreement only with the prior written consent of VYNDRA.

VYNDRA is an independent contractor. Nothing in the Agreement creates an employer/employee, partnership, agency, or joint venture relationship between the Parties.

If any provision of the Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE 17 — APPLICABLE LAW AND JURISDICTION

The Agreement is governed by Romanian law.

Any dispute arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Romania.

APPENDIX 1 — DATA PROTECTION

ARTICLE 1 — DEFINITIONS

All capitalized terms have the meanings given to them in the Terms and Conditions. All terms relating to personal data protection regulations have the meaning given to them by the GDPR.

ARTICLE 2 — SUBJECT MATTER

This Appendix governs the processing of personal data carried out by VYNDRA, as data processor, on behalf of the Client, acting as data controller, in connection with the provision of the Services.

ARTICLE 3 — DATA PROCESSING FOR THE PROVISION OF THE SERVICES

3.1 Instructions of the Client

Upon conclusion of the Agreement, the Client instructs VYNDRA to carry out the following processing:

• Purpose: to provide the Services to the Client;
• Nature of operations: all operations necessary to provide the Services;
• Duration: duration of the Agreement;
• Categories of data subjects: persons whose personal data are provided by the Client in connection with the use of the Services;
• Personal data processed: personal data provided by the Client in connection with the use of the Services. The Client undertakes not to provide any special categories of data within the meaning of Article 9 GDPR.

3.2 VYNDRA's Obligations as Data Processor

VYNDRA undertakes to:

• process personal data only in accordance with the documented instructions of the Client;
• ensure that authorized persons processing personal data are bound by confidentiality obligations;
• implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
• notify the Client without undue delay upon becoming aware of a personal data breach;
• assist the Client, as far as reasonably possible, in responding to requests by data subjects to exercise their rights;
• assist the Client in complying with its obligations under Articles 32 to 36 of the GDPR.

3.3 Sub-processors

The Client hereby grants VYNDRA general authorization to engage sub-processors. VYNDRA shall inform the Client in advance of any intended addition or replacement of sub-processors by updating its list of sub-processors. The Client shall have a period of ten (10) days from such notification to raise any objections. Continued use of the Services after this period shall constitute acceptance.

In the event of a justified objection demonstrating VYNDRA's non-compliance with the GDPR, the Client may terminate the Agreement by written notice. VYNDRA ensures that all sub-processors are bound by obligations equivalent to those set out in this Appendix.

3.4 Fate of Data Upon Termination

Upon termination of the Agreement, VYNDRA shall, at the Client's choice, either return or destroy all personal data processed on the Client's behalf, unless retention is required by applicable law.

3.5 Audit Rights

VYNDRA undertakes to make available to the Client all information necessary to demonstrate compliance with its obligations under this Appendix and to allow for audits, conducted by the Client or a mandated third party, no more than once (1) per year. Any assistance by VYNDRA personnel in connection with such audits shall be charged at VYNDRA's standard day rate.

3.6 Client's Warranties

The Client declares that it has carried out all necessary due diligence to ensure that the processing by VYNDRA complies with applicable data protection regulations, and guarantees that the security measures implemented by VYNDRA meet the requirements of those regulations.