The contract that frames every engagement with VIVIROS.

In these Terms, capitalized words have the meanings given in the relevant Order Form or, where not defined, the meaning ascribed by reasonable industry practice. "VIVIROS" means VIVIROS Global Protection Ltd., a company registered in England & Wales under No. 12894571 with its registered office at 88 Market Square, London EC2V 8BB. "Customer" means the legal entity entering into this agreement. "Platform" means our online anti-piracy and digital rights protection software, including all dashboards, reports and APIs. "Services" means the enforcement and advisory activities we perform on your behalf. "Protected Content" means the audiovisual works, broadcasts, IP assets, trademarks or other materials identified in the Order Form for protection.

Headings are for convenience only. The use of singular includes the plural and vice-versa. References to legislation include subsequent amendments. Any words following the terms "including," "in particular" or similar shall be construed as illustrative and shall not limit the sense of the words preceding them.

Subject to payment of the applicable fees, VIVIROS will provide the Services and grant access to the Platform during the Subscription Term, in accordance with the Order Form, the Service Level Agreement (SLA) and these Terms. The scope is strictly limited to the Protected Content listed in the Order Form. Expansions, additions or changes in scope must be agreed in writing.

• Continuous monitoring of the Customer’s catalog across in-scope platforms.
• Generation, filing and follow-up of takedown notices and counter-notices.
• Operational dashboards, evidence packs and executive reporting.
• Access to the VIVIROS REST and webhook APIs under fair-use limits.

We reserve the right to deprioritize or refuse enforcement activity that, in our reasonable opinion, would be unlawful, abusive or contrary to the policies of the downstream platform.

You warrant that you own, control or have a valid licence to enforce the rights in the Protected Content, and that you have authority to instruct VIVIROS on your behalf. You shall provide accurate metadata, reference assets and any documentation we reasonably request to perform the Services. You are responsible for the content of any communications, statements or representations that you ask us to publish on your behalf.

You agree not to: (a) use the Platform to enforce against content you have no right to enforce against; (b) reverse engineer, copy or resell the Platform; (c) use the Platform in a way that violates applicable law, third-party rights or the acceptable-use policies of the platforms we interface with.

Fees, billing frequency and payment terms are stated in the Order Form. Unless stated otherwise, fees are payable annually in advance, are non-cancellable and non-refundable. All fees are exclusive of VAT, GST and any other applicable taxes, which shall be borne by the Customer. Late payments accrue interest at 4% above the Bank of England base rate, calculated daily. We may suspend the Services if payment is more than thirty (30) days overdue, after written notice.

The Platform, including all underlying software, models, datasets, trademarks and documentation, is and remains the exclusive property of VIVIROS or its licensors. You are granted a limited, non-exclusive, non-transferable, revocable licence to access the Platform for the duration of the Subscription Term. You retain all right, title and interest in and to your Protected Content and any data you upload.

You grant VIVIROS a worldwide, non-exclusive, royalty-free licence to process, fingerprint, store and transmit the Protected Content strictly to the extent necessary to perform the Services.

Each party shall keep confidential all non-public information disclosed by the other party. Confidential Information shall not be used for any purpose other than performance of this Agreement. The receiving party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance, and in any event no less than a reasonable standard of care. Confidentiality obligations survive termination for five (5) years.

The processing of Personal Data by VIVIROS in the course of providing the Services is governed by our Privacy Policy and, where applicable, the Data Processing Addendum (DPA) that forms part of the Order Form. Both parties shall comply with applicable data protection laws, including the UK GDPR, EU GDPR, the California Consumer Privacy Act and other equivalent regimes.

VIVIROS warrants that the Services will be performed with reasonable skill and care, in accordance with industry-standard practices and the SLA. Except as expressly stated, the Platform and Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied or statutory, including fitness for a particular purpose, satisfactory quality and non-infringement.

To the maximum extent permitted by law, neither party shall be liable for any indirect, special, incidental or consequential losses, including loss of profit, revenue, business, goodwill or data. Our aggregate liability under this Agreement shall not exceed the fees paid by the Customer to VIVIROS in the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud or any other liability that cannot be limited by law.

The Agreement begins on the Effective Date and continues for the Subscription Term set out in the Order Form. Either party may terminate the Agreement on written notice if the other party commits a material breach which is not remedied within thirty (30) days, becomes insolvent or undergoes a change of control to a direct competitor. Termination shall not affect any rights, remedies or liabilities accrued prior to termination.

This Agreement and any disputes arising out of or in connection with it shall be governed by the laws of England & Wales. The parties submit to the exclusive jurisdiction of the courts of England, save that VIVIROS may bring proceedings in any jurisdiction necessary to protect its intellectual property.