These Terms of Service (the “Terms”) are a binding contract between The Scaling Company, a Delaware corporation doing business as Viro (“Viro”, “we”, “us”, or “our”), and the business that signs up for or uses Viro (“Customer”, “you”, or “your”). By creating an account, clicking to accept, or using the Platform, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind it, and “you” means that company.
These Terms include, by reference, our Data Processing Agreement (“DPA”), our AI Disclosure and Acceptable Use Policy (“AI Policy”), and, if you are a founding member, our Founding Member Terms. Our Privacy Policy explains how we handle personal data where we act as controller.
1. Definitions
“AI Features” means the artificial intelligence functionality in the Platform, including the agents Iris and Nike, meeting capture, drafting, record updates, and automated actions taken on your behalf.
“Authorized Users” means your employees and contractors whom you allow to use the Platform under your account.
“Automated Action” means any action the Platform takes on your behalf, such as sending an email or message, updating a record, moving a deal stage, scheduling a meeting, or attending a meeting.
“Customer Data” means all data you or your Authorized Users submit to the Platform or connect it to, including meeting recordings and transcripts, email and calendar content, contacts, deal records, files, and messages, along with Outputs.
“Meeting Participant” means anyone, other than you and your Authorized Users, whose meeting is attended or captured through the Platform.
“Outputs” means content the AI Features generate for you, such as notes, summaries, drafts, documents, and record updates.
“Platform” means Viro’s software-as-a-service platform, including its web and mobile applications, browser extensions, integrations, messaging channels, and AI Features.
“Subscription” means your paid plan for access to the Platform.
2. Accounts and Use
2.1 Business Use
The Platform is for business use only. You must be at least 18 years old and use it on behalf of a business or in your professional capacity. It is not intended for consumers.
2.2 Your Account
Keep your registration information accurate and your credentials secure. You are responsible for everything that happens under your account, including all Automated Actions you have enabled and everything your Authorized Users do. Tell us promptly at legal@meetviro.com if you suspect unauthorized access.
2.3 Authorized Users
You may let Authorized Users use the Platform within the limits of your plan. Each person needs their own login. You are responsible for their compliance with these Terms.
2.4 Acceptable Use
You will not, and will not let anyone else:
- use the Platform unlawfully, or to harass, defraud, or deceive anyone;
- record, monitor, or contact people in breach of recording, wiretap, privacy, marketing, or anti-spam laws;
- disable, hide, alter, or work around any disclosure, consent, or safety mechanism in the Platform;
- present Iris, Nike, or any AI Feature as a human, or deny that it is an AI when asked;
- use the Platform to send bulk unsolicited messages to purchased or scraped contact lists;
- reverse engineer the Platform, or access it to build a competing product;
- use the Platform, Outputs, or our documentation to train, fine-tune, or distill AI models;
- resell or sublicense the Platform without our written consent;
- upload malware, probe for vulnerabilities, or interfere with the Platform or anyone else’s use of it;
- use the Platform to process special categories of personal data, such as health data, beyond what incidentally comes up in ordinary business conversations; or
- breach the AI Policy.
3. Meetings and Recording
3.1 Meeting Modes
You choose how Viro takes part in each meeting: Copilot (a visible AI participant supports you), Proxy (Iris attends on your behalf), Ghost (capture through a browser extension on your own device, with no participant joining), or Unassigned (no capture). Features may vary by meeting platform.
3.2 Notice and Consent
Recording and transcription laws differ by place, and some require every participant to consent. You are responsible for giving Meeting Participants all legally required notice and obtaining all legally required consent before any meeting is captured. Viro provides tools that help, including a participant name ending in “(Viro AI)”, invite and chat notices, and our public Meeting Participant Notice, but these do not replace your obligations. If a Meeting Participant objects, you must stop capture for that meeting.
3.3 Built-In Disclosures
Some disclosures in the Platform cannot be switched off, including the AI label on Viro’s meeting participant and Iris’s spoken introduction in Proxy mode. You agree not to circumvent them.
3.4 Proxy Mode
In Proxy mode, Iris attends a meeting and speaks with Meeting Participants on your behalf. Iris identifies herself as an AI assistant and answers truthfully if asked whether she is an AI. By default, Iris will not agree to pricing, discounts, contract terms, or other binding commitments, and refers those matters back to you. You are responsible for anything said on your behalf in Proxy mode, including if you change the default limits, and for following up on any matter raised.
3.5 Ghost Mode
Ghost mode captures meetings with no visible participant. Before using it, you must tell Meeting Participants that the meeting is being captured and obtain any required consent. You will not use Ghost mode to capture anyone covertly.
3.6 Phone Calls
Proxy mode is not available on phone calls. If you capture phone calls through an integration, Sections 3.2 and 3.5 apply to those calls.
4. AI Features and Automated Actions
4.1 How AI Features Work
AI Features are probabilistic. Outputs and Automated Actions can be inaccurate, incomplete, or unsuitable for your situation, and the same input can produce different results.
4.2 Autonomy Settings
You decide which Automated Actions the Platform takes without your approval through your autonomy settings. Automated Actions taken within your settings are taken on your instructions. We recommend starting with drafts you review before anything is sent.
4.3 Messages Sent on Your Behalf
Emails, messages, and documents sent through the Platform are sent by you, from your accounts, in your name. You are the sender for all legal purposes. You are responsible for making sure they comply with applicable law, including the Telephone Consumer Protection Act and do-not-call rules for calls and texts, CAN-SPAM, the GDPR, the UK GDPR, the UK Privacy and Electronic Communications Regulations, and Canada’s Anti-Spam Legislation, and that you have a lawful basis to contact each recipient, including contacts the Platform re-engages from your existing records. You will honor unsubscribe and opt-out requests promptly.
4.4 Your Responsibility
You are responsible for reviewing Outputs and for the results of Automated Actions you enable. Outputs are not legal, financial, tax, or other professional advice.
5. Customer Data
5.1 Ownership
You own your Customer Data. As between the parties, you also own the Outputs, to the extent the law allows them to be owned.
5.2 Our License
You give us a limited, worldwide license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Platform for you, to prevent abuse, and to comply with law. Personalizing the Platform for you, such as learning your writing style for drafts, is part of providing it and stays within your account.
5.3 No Training on Your Data
We do not use Customer Data, including recordings, transcripts, and email and calendar content, to train or improve AI models, whether our own or a third party’s. We require our AI model providers not to use it for training.
5.4 Google User Data
Viro’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
5.5 Your Responsibilities
You confirm you have all rights, notices, and consents needed for us to process Customer Data as these Terms describe, including data about Meeting Participants and your contacts.
5.6 Data Protection and Security
The DPA governs our processing of personal data in Customer Data and prevails over these Terms where they conflict on that subject. We maintain reasonable administrative, technical, and organizational safeguards for Customer Data, as described in the DPA.
5.7 Usage Data
We may collect technical and usage information about how the Platform is used, such as feature usage, performance, and error logs (“Usage Data”), and use it to operate, secure, and improve the Platform. Usage Data does not include the content of your Customer Data. We may share Usage Data only in aggregated form that does not identify you or any individual.
5.8 Export and Deletion
You can export your Customer Data while your Subscription is active. After it ends, you have 30 days to export it, after which we delete it as set out in the DPA.
6. Fees and Payment
6.1 Fees
You agree to pay the fees for your plan, shown at checkout or in your account. Fees are in U.S. dollars unless stated otherwise.
6.2 Billing
Subscriptions renew automatically and are billed in advance to your payment method for each billing period until you cancel. You authorize us and our payment provider to charge it. If a payment fails, we may retry it and, after notice, suspend your account until it is paid. Overdue amounts may accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower.
6.3 Fee Changes
We may change fees with at least 30 days’ notice. Changes apply from your next billing period after the notice period. If you don’t agree, you can cancel before the change takes effect. Founding members’ prices are governed by the Founding Member Terms.
6.4 Taxes
Fees exclude taxes. You pay all applicable taxes other than taxes on our income.
6.5 Cancellation and Refunds
You can cancel at any time in your account settings or by emailing legal@meetviro.com. Cancellation takes effect at the end of your current billing period, and you keep access until then. If you ask for a refund within 24 hours of a payment, by emailing legal@meetviro.com, we will refund that payment in full and your access for that billing period will end. After 24 hours, payments are non-refundable, except where the law requires otherwise.
7. Intellectual Property
7.1 Viro IP
We own the Platform and all related software, technology, and documentation, including improvements (“Viro IP”). These Terms give you only the rights expressly stated in them.
7.2 Feedback
If you give us suggestions or feedback, we may use them without restriction or payment. Feedback does not include Customer Data.
7.3 Your Right to Use the Platform
Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable right to use the Platform for your internal business purposes during your Subscription.
8. Third-Party Services
The Platform connects to services we don’t control, such as Google, Microsoft, Zoom, messaging apps, and your phone system (“Third-Party Services”). Your use of them is governed by their terms. We are not responsible for them, and we may need to change or stop an integration if a provider changes its terms or access. Our subprocessors are listed on our Subprocessor List and described in the DPA.
9. Confidentiality
Each party will protect the other’s non-public information that it receives under these Terms (“Confidential Information”) with at least reasonable care, use it only to perform under these Terms, and share it only with personnel, contractors, and advisers who need it and are bound by confidentiality duties. This does not apply to information that is public through no fault of the recipient, was already known to it, is received lawfully from someone else, or is independently developed. A party may disclose Confidential Information if required by law, after giving notice where legally allowed. Customer Data is your Confidential Information.
10. Warranties and Disclaimers
10.1 Our Warranties
We warrant that the Platform will perform materially as described in our documentation, and that we will not materially reduce its overall security during your Subscription. If we breach this warranty, and we can’t fix it within a reasonable time after you tell us, you may cancel and receive a refund of prepaid fees for the unused period. That is your only remedy for breach of this warranty.
10.2 Your Warranties
You warrant that you have authority to accept these Terms and that your use of the Platform, including all meeting capture and messages sent through it, complies with applicable law.
10.3 Disclaimer
EXCEPT AS STATED IN SECTION 10.1, THE PLATFORM AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE, OR THAT USING THE PLATFORM WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.
11. Limitation of Liability
11.1 Excluded Damages
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR DEALS, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 Cap
EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID OR OWE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$500.
11.3 Exceptions
SECTIONS 11.1 AND 11.2 DO NOT LIMIT (A) YOUR PAYMENT OBLIGATIONS, (B) YOUR OBLIGATIONS UNDER SECTION 12.2, (C) LIABILITY FOR BREACH OF SECTIONS 2.4, 3, OR 4.3, OR (D) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. OUR TOTAL LIABILITY UNDER SECTION 12.1 WILL NOT EXCEED THE GREATER OF THREE TIMES THE AMOUNT IN SECTION 11.2(A) OR US$10,000.
11.4 Basis of the Bargain
These limits reflect an agreed allocation of risk and apply even if a remedy fails of its essential purpose, to the fullest extent the law allows.
12. Indemnification
12.1 By Viro
We will defend you against any third-party claim alleging that the Platform, used as permitted by these Terms, infringes that party’s copyright, trademark, or trade secret, or a United States patent, and pay damages finally awarded or settlements we agree to. This does not apply to claims arising from Customer Data, Third-Party Services, your modifications, or combinations with things we didn’t provide. If the Platform is or may be found infringing, we may modify it, get you a right to keep using it, or end your Subscription and refund prepaid fees for the unused period.
12.2 By You
You will defend us against any third-party claim, including claims by Meeting Participants, recipients of messages, and regulators, arising from (a) Customer Data, (b) your capture of meetings or calls, (c) messages or Automated Actions sent or taken on your behalf, or (d) your breach of these Terms or applicable law, and pay resulting damages, fines, settlements, and reasonable legal fees.
12.3 Process
The party seeking defense must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may impose an obligation or admission on the defended party without its consent.
13. Suspension, Term, and Termination
13.1 Suspension
We may suspend access, or switch off specific features such as Automated Actions, if we reasonably believe your use breaches Sections 2.4, 3, or 4.3, threatens the security of the Platform or others, or must be suspended by law. We will give notice where practical and restore access once the issue is resolved.
13.2 Term
These Terms apply from when you accept them until your Subscription ends.
13.3 Termination
You may cancel as set out in Section 6.5. Either party may terminate these Terms if the other materially breaches them and fails to cure within 15 days of notice. We may terminate immediately for a serious breach of Sections 2.4, 3, or 4.3, or on 30 days’ notice if we discontinue the Platform, in which case we will refund prepaid fees for the unused period.
13.4 Effect of Termination
When these Terms end, your right to use the Platform ends, Section 5.8 applies to your data, and any unpaid fees become due. Sections 5.1, 5.7, 7, 9, 10.3, 11, 12, 13.4, 14, and 15 survive.
14. Disputes
14.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules.
14.2 Informal Resolution
Before starting a formal proceeding, the party with the dispute must send written notice to the other, and the parties will try in good faith to resolve it for 30 days.
14.3 Arbitration
Any unresolved dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English. Either party may bring an individual claim in small claims court, and either party may ask a court for injunctive relief to protect its intellectual property or Confidential Information. Courts in Delaware have exclusive jurisdiction for those matters and to enforce arbitration awards.
14.4 Individual Claims Only
Disputes will be resolved only on an individual basis, not as a class, collective, consolidated, or representative action. If 25 or more similar arbitration demands are filed by or with the help of the same counsel or coordinated parties, they will be administered in batches of no more than 25, and each party will pay its own fees for each batch as the rules provide.
15. General
15.1 Changes to These Terms
We may update these Terms. For material changes, we will give at least 30 days’ notice by email or in the Platform. If you don’t agree, you can cancel before the change takes effect. Continuing to use the Platform after that means you accept the updated Terms.
15.2 Assignment
You may not assign these Terms without our written consent, except to a successor in a merger or sale of your business. We may assign these Terms, without consent, to an affiliate or to any successor to the business, assets, or entity operating the Platform, including in a merger, acquisition, reorganization, spin-off, or transfer of the Viro business to a new or separate company. We will notify you of any such assignment.
15.3 Notices
We send notices to the email on your account. You send notices to legal@meetviro.com. Notices are effective when sent, unless the sender learns they were not delivered.
15.4 Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control, including outages of Third-Party Services, but this does not excuse payment obligations.
15.5 Export and Sanctions
You will comply with U.S. and other applicable export control and sanctions laws, and you confirm you are not located in, or controlled by anyone in, a sanctioned country or on a restricted party list.
15.6 Other Terms
These Terms, with the documents they incorporate, are the entire agreement between the parties about their subject matter. If the Founding Member Terms or a signed order form conflict with these Terms, those control on the conflicting point. If any provision is unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors, and neither may bind the other. There are no third-party beneficiaries.
16. Contact
Legal notices and questions about these Terms: legal@meetviro.com. The Scaling Company, 1111B South Governors Avenue, Dover, DE 19904.