Terms of Service

2.1 License Grant

Subject to Customer’s compliance with these Terms and timely payment of all applicable fees, Viro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer’s internal business purposes.

2.2 Account Registration

You must provide accurate and complete registration information and maintain the security of account credentials. Customer is responsible for all activities occurring under its account, including all actions taken by Authorized Users. You must promptly notify Viro of any unauthorized use of its account.

2.3 Authorized Users

You may grant access to the Platform to Authorized Users up to the number specified in the applicable Order Form. Customer is responsible for ensuring that Authorized Users comply with these Terms. You shall ensure that login credentials are not shared among multiple individuals.

2.4 Acceptable Use

Customer agrees not to, and shall ensure that Authorized Users do not:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
• Use the Platform to transmit malware, viruses, or other malicious code;
• Interfere with or disrupt the integrity or performance of the Platform or any third-party systems;
• Attempt to gain unauthorized access to the Platform or its related systems or networks;
• Use the Platform to process data in a manner that violates any individual’s privacy rights or applicable data protection laws;
• Resell, sublicense, or otherwise make the Platform available to third parties without Viro’s prior written consent;
• Use the Platform to develop a competing product or service;
• Circumvent or disable any security, AI safety, or content moderation mechanisms within the Platform.

3.1 Nature of AI Features

The Platform incorporates AI Features that may autonomously execute business workflows, generate content, make recommendations, or take actions on Customer’s behalf based on instructions and parameters provided by Customer or its Authorized Users. Customer acknowledges that AI Features are probabilistic in nature and may produce outputs that are inaccurate, incomplete, or not suited to Customer’s specific circumstances.

3.2 Customer Responsibility for AI Outputs

Customer is solely responsible for reviewing, evaluating, and relying upon any AI-generated output, recommendation, or automated action produced by the Platform. Viro does not guarantee the accuracy, completeness, reliability, or fitness for purpose of any AI output.

Customer must exercise independent judgment and maintain appropriate human oversight before acting on, or allowing the Platform to execute, any AI-generated recommendation or automated action.

3.3 Automated Decision-Making Disclosure

The Platform may engage in automated decision-making processes that could affect Customer’s operations, business relationships, or third parties. Customer acknowledges and accepts the use of automated decision-making as an inherent feature of the Platform. Where applicable law grants individuals rights regarding automated decision-making (including the right to human review), Customer is responsible for complying with such obligations with respect to data subjects whose data Customer provides to the Platform.

3.4 Prohibited AI Uses

Customer agrees not to use the AI Features to:

• Generate or distribute misinformation, disinformation, or deceptive content;
• Automate any process that violates applicable anti-discrimination, consumer protection, or employment laws;
• Process sensitive personal data categories (such as health, financial, or biometric data) without appropriate legal basis and disclosures;
• Take any action that could create legal liability for third parties without their knowledge or consent.

4.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Viro does not claim ownership of Customer Data.

4.2 License to Customer Data

You grant Viro a limited, non-exclusive, worldwide license to process, store, copy, and transmit Your Data solely as necessary to provide the Platform and related services, and to comply with applicable law.

4.3 Data Processing

To the extent Viro processes personal data on Customer’s behalf as a data processor, such processing shall be governed by the Viro Data Processing Agreement (“DPA”), which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.

4.4 Customer Data Obligations

Customer represents and warrants that it has all necessary rights, consents, and authorizations to submit Customer Data to the Platform, and that such submission does not violate any applicable law, third-party rights, or contractual obligation. Customer is responsible for ensuring that Customer Data does not include any data for which Customer lacks proper authorization to process.

4.5 Data Security

Viro will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Specific security commitments, including breach notification obligations, are set forth in the DPA.

6.1 Fees

Customer agrees to pay all fees specified in the applicable Subscription Form. All fees are quoted and payable in United States Dollars unless otherwise stated in the Subscription Form.

6.2 Billing and Payment Terms

Unless otherwise specified in a Subscription Form, fees are due and payable in advance on a weekly, monthly or annual basis. Viro will invoice Customer in accordance with the payment schedule set forth in the Order Form. Invoices are due within thirty (30) days of the invoice date.

6.3 Fee Changes

Viro reserves the right to modify fees upon at least sixty (60) days’ prior written notice to Customer. Fee changes will take effect at the start of the next Subscription Term following the notice period.

6.4 Taxes

Fees are exclusive of all applicable taxes, levies, or duties, including value-added tax, sales tax, or similar charges. Customer is responsible for all such taxes, excluding taxes based on Viro’s net income.

6.5 No Refunds

Except as expressly required by applicable law or as specified in an Subscription Form, all fees are non-refundable. Partial-month cancellations will not result in a pro-rata refund.

7.1 Viro IP

Viro retains all right, title, and interest in and to the Platform, including all AI models, algorithms, software, documentation, and any modifications, improvements, or derivative works thereof (collectively, “Viro IP”). No rights in Viro IP are granted to Customer except as expressly set forth in these Terms.

7.2 Feedback

If Customer provides Viro with suggestions, ideas, enhancement requests, or other feedback (“Feedback”), Customer grants Viro a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Platform without any obligation or compensation to Customer.

7.3 Aggregated and Anonymized Data

Viro may collect, generate, and use aggregated and de-identified data derived from Customer’s use of the Platform (“Usage Data”) for purposes of improving the Platform, developing AI models, and generating industry benchmarks. Usage Data will not identify Customer or any individual and is not considered Customer Data.

8.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations

Each party agrees to: (a) hold the other’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) use Confidential Information only as necessary to perform obligations or exercise rights under these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no act or omission of the Receiving Party;
• Was rightfully known to the Receiving Party before disclosure;
• Is received from a third party without restriction on disclosure;
• Is independently developed by the Receiving Party without use of Confidential Information;
• Is required to be disclosed by applicable law or court order, provided the Receiving Party provides prompt prior written notice to the Disclosing Party where legally permissible.

9.1 Viro Warranties

Viro represents and warrants that:

• The Platform will perform materially in accordance with the Documentation during the Subscription Term;
• Viro will use commercially reasonable efforts to maintain Platform availability;
• Viro has the right to grant the licenses set forth in these Terms.

9.2 Customer Warranties

Customer represents and warrants that:

• Customer has the legal authority to enter into these Terms and to grant the rights granted herein;
• Customer’s use of the Platform will comply with all applicable laws and regulations;
• Customer Data does not infringe the intellectual property or other rights of any third party.

9.3 Disclaimer

Except as expressly set forth in Section 9.1, the Platform is provided “as is” and “as available.” Viro expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Viro does not warrant that the Platform will meet Customer’s requirements, operate without interruption or error, or that any defects will be corrected. No advice or information obtained from Viro will create any warranty not expressly stated in these Terms.

10.1 Exclusion of Consequential Damages

In no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to these Terms or the Platform, including loss of profits, loss of revenue, loss of business, loss of data, or cost of substitute goods or services, even if such party has been advised of the possibility of such damages and regardless of the form of action.

10.2 Cap on Liability

Except for Customer’s payment obligations and either party’s indemnification obligations under Section 11, each party’s total cumulative liability arising out of or related to these Terms will not exceed the greater of: (a) the total fees paid or payable by Customer in the twelve (12) months immediately preceding the claim; or (b) one thousand U.S. dollars (USD $1,000).

10.3 AI-Specific Limitation

Notwithstanding any other provision of these Terms, Viro shall not be liable for any damages, losses, or claims arising from: (a) Customer’s reliance on AI outputs without independent verification; (b) errors, inaccuracies, or omissions in AI-generated content or automated actions; or (c) decisions made by Customer based on AI-generated recommendations.

10.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section 10 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Viro would not enter into these Terms without such limitations.

11.1 Viro Indemnification

Viro will defend Customer against any third-party claim alleging that the Platform, as used in accordance with these Terms, infringes a third party’s valid patent, copyright, trademark, or trade secret (“IP Claim”), and will indemnify Customer from any damages finally awarded against Customer or agreed in settlement attributable to such IP Claim, provided that Customer: (a) promptly notifies Viro in writing; (b) grants Viro sole control of the defense and settlement; and (c) provides reasonable cooperation.

11.2 Exclusions

Viro’s indemnification obligations do not apply to IP Claims arising from:

• Customer’s modification of the Platform or combination with non-Viro products;
• Customer’s failure to use updated Platform versions that would have avoided the claim;
• Customer Data or content provided by Customer.

11.3 Customer Indemnification

Customer will defend and indemnify Viro against any third-party claim arising from or related to: (a) Customer Data; (b) Customer’s use of the Platform in violation of these Terms or applicable law; (c) Customer’s products or services; or (d) Customer’s violation of any third party’s rights.

12.1 Term

These Terms commence on the date Customer first accepts them and continue for the Initial Subscription Term specified in the applicable Subscription Form, and thereafter will automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

12.2 Termination for Cause

Either party may terminate these Terms (including all Subscription Forms) if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings.

12.3 Effect of Termination

Upon termination or expiration of these Terms:

• All licenses granted to Customer immediately terminate;
• Customer must cease all use of the Platform and delete all Viro software and materials in its possession;
• Viro will provide Customer with access to Customer Data export for thirty (30) days following termination, after which Viro may permanently delete Customer Data in accordance with the DPA;
• All outstanding payment obligations of Customer will become immediately due and payable.

12.4 Survival

Sections 4.1, 7, 8, 9.3, 10, 11, 12.3, 12.4, and 13 will survive any expiration or termination of these Terms.

13.1 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to personal jurisdiction therein.

13.2 Dispute Resolution

Before initiating any formal legal proceeding, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days. If such negotiation fails, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), except that either party may seek injunctive relief from a court of competent jurisdiction for intellectual property infringement or breach of confidentiality obligations. Class actions and class arbitrations are expressly waived.

13.3 Modifications

Viro reserves the right to modify these Terms at any time by providing at least thirty (30) days’ prior written notice to Customer. Continued use of the Platform following the effective date of modified Terms constitutes acceptance. If Customer objects to the modified Terms, Customer’s sole remedy is to terminate these Terms before the effective date of the change.

13.4 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond such party’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, or internet outages (“Force Majeure Event”), provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

13.5 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without Viro’s prior written consent. Viro may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

13.6 Entire Agreement

These Terms, together with all Order Forms, the DPA, the Privacy Policy, and any applicable statements of work, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous oral or written agreements, representations, and understandings. In the event of any conflict between these Terms and a Subscription Form, the Subscription Form shall prevail solely with respect to the specific subject matter of that Subscription Form.

13.7 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of the remaining provisions shall not be affected.

13.8 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing signed by an authorized representative of the waiving party.

13.9 Notices

All notices under these Terms must be in writing and delivered by: (a) hand delivery; (b) overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmed delivery, to the contact information specified in the applicable Order Form or as updated by the parties in writing. Notices are effective upon receipt.

13.10 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or incur any obligation on the other’s behalf.

13.11 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations. Customer represents that it is not located in, or under the control of, any country subject to U.S. trade sanctions, and that it will not use the Platform in violation of any export restrictions.

13.12 Enterprise Carve-Out

If Customer has entered into a separately negotiated enterprise agreement with Viro that conflicts with any provision of these Terms, the enterprise agreement shall govern to the extent of such conflict. Enterprise customers may also be entitled to additional data security commitments, SLA guarantees, and dedicated support terms as specified in their Order Form.