EULA &
Privacy Policy
End User Licensing Agreement
Effective Date: December 31, 2024
BY INSTALLING, ACCESSING, OR USING ALL OR ANY PORTION OF THE SOFTWARE (AS DEFINED BELOW), YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT INSTALL OR USE THE SOFTWARE.
This End User License Agreement (the “Agreement”) is entered into by and between Vairo Inc. (“Vairo,” “we,” “us,” or “our”) and the individual or entity that has downloaded, purchased, or otherwise obtained the Software for use as an end user (“you” or “your”). This Agreement governs your access to and use of the Software and any related services provided by Vairo.
1. DEFINITIONS
1.1 Affiliate
“Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with such party. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 Confidential Information
“Confidential Information” means:
(a) the Software (which is deemed to be Vairo’s Confidential Information);
(b) any non-public information disclosed by one party (“disclosing party”) to the other party (“receiving party”) that is identified at the time of disclosure as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential; and
(c) the terms of this Agreement, any related statements of work (SOW), order forms, or attachments.
1.3 Documentation
“Documentation” means the then-current technical and user documentation made available by Vairo to you in any form, describing the use and operation of the Software.
1.4 Effective Date
“Effective Date” means the earlier of: (a) the date you sign or otherwise accept an order form issued by Vairo (if applicable), or (b) the date you first install, download, access, or use the Software.
1.5 Intellectual Property Rights (IPR)
“Intellectual Property Rights” or “IPR” means all proprietary rights worldwide, including patent, copyright, trade secret, trademark, service mark, moral right, and all other forms of intellectual or industrial property rights, including any applications, continuations, or extensions thereof.
1.6 License Term
“License Term” means the period during which you are authorized to use the Software as specified in an applicable order form or, if no order form exists, as otherwise stated by Vairo in writing or via the Documentation.
1.7 Software
“Software” means any software programs, modules, components, or APIs provided or made available by Vairo under this Agreement, including any updates, modifications, enhancements, fixes, or new versions that may be provided by Vairo.
1.8 Your Data
“Your Data” means all data or information of any kind uploaded or transmitted by you (or on your behalf) to the Software or otherwise stored in connection with your use of the Software.
2. ORDERS, FEES, AND PAYMENT
2.1 Orders
If you have entered into a separate order form (or similar purchase agreement) with Vairo that specifies the number of Software licenses, the applicable fees, and the License Term, such order form (the “Order Form”) is incorporated by reference into this Agreement. The purchase of professional services, support, or other items (if offered) may also be documented in a statement of work (“SOW”) or similar document.
2.2 Invoicing and Payment
Unless otherwise stated in an Order Form, invoices for fees are due and payable within thirty (30) days of the invoice date. Late payments will incur interest at a rate of 1.5% per month or the maximum allowed by law, whichever is lower. You agree to pay all taxes, levies, or duties imposed by taxing authorities, other than taxes on Vairo’s income.
2.3 No Set-Off
You will not set off, deduct, or otherwise withhold amounts stated on an invoice for any claims against Vairo or for any other reason.
2.4 Taxes
All fees and charges are exclusive of all taxes, levies, or similar governmental assessments. You shall be responsible for all such taxes associated with the transactions under this Agreement (excluding taxes based on Vairo’s net income).
3. SUPPORT AND MAINTENANCE
3.1 Support
During the License Term, Vairo may provide technical support, updates, and maintenance services (“Support”) if you have purchased or are otherwise entitled to such services, in accordance with the Documentation or a separate support policy.
3.2 Exclusions
Vairo’s Support obligations do not include issues caused by: (a) modifications to the Software not made by Vairo, (b) third-party hardware or software not expressly approved by Vairo, or (c) use of the Software in a manner inconsistent with the Documentation.
3.3 No Personal Data Requirement
You acknowledge that Vairo does not require you to provide Your Data (particularly personal or sensitive data) to Vairo in order to receive Support. If you choose to do so, you remain solely responsible for compliance with applicable data protection laws.
4. LICENSE GRANT AND RESTRICTIONS
4.1 License Grant
Subject to the terms of this Agreement and timely payment of all applicable fees, Vairo grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Software solely for your internal business operations and only during the License Term.
4.2 Restrictions
You agree that you will not:
(a) copy, modify, or create derivative works of the Software;
(b) distribute, sublicense, rent, lease, transfer, or provide access to the Software to any third party (except as expressly authorized in writing by Vairo);
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or obtain the source code of the Software, unless such a restriction is prohibited by law;
(d) remove, alter, or obscure any proprietary notices or labels on or in the Software;
(e) publicly disseminate performance or security test results (including penetration test results) of the Software; or
(f) use the Software to operate in a high-risk environment where failure could result in death, personal injury, or severe physical or environmental damage (e.g., nuclear facilities, life support, or emergency services), unless you have received express written permission from Vairo.
4.3 Open Source Software
The Software may incorporate open source components, which are provided subject to the applicable open source license terms. Any usage of such components is subject to those license terms in addition to this Agreement.
5. INTELLECTUAL PROPERTY
5.1 Ownership
As between you and Vairo, Vairo and its licensors retain all right, title, and interest (including all IPR) in and to the Software, Documentation, and any related materials. No ownership of any IPR is transferred to you by this Agreement.
5.2 Feedback
You may provide suggestions, comments, or feedback regarding the Software (“Feedback”). You grant Vairo a perpetual, irrevocable, worldwide, royalty-free right and license to use, copy, modify, distribute, and otherwise exploit such Feedback for any purpose.
5.3 Marketing
Neither party shall issue press releases, public statements, or marketing materials referencing the other party without the other party’s prior written consent.
6. CONFIDENTIALITY
6.1 Protection
Each party agrees to use the other party’s Confidential Information solely for the purpose of exercising rights or performing obligations under this Agreement. Each party shall protect the Confidential Information of the other with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
6.2 Exceptions
The obligations under this Section do not apply to information that:
(a) is or becomes publicly available without breach of this Agreement;
(b) was known by the receiving party before disclosure, without an obligation of confidentiality;
(c) is disclosed to the receiving party by a third party who had the right to make such disclosure; or
(d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
6.3 Compelled Disclosure
If the receiving party is required by law, court order, or governmental authority to disclose any Confidential Information, the receiving party shall, to the extent legally permissible, promptly notify the disclosing party and reasonably cooperate, at the disclosing party’s expense, in any effort to contest or limit such disclosure.
7. WARRANTIES
7.1 Software Warranty
Vairo warrants that, for a period of ninety (90) days from the initial download or delivery of the Software (“Warranty Period”), the Software will substantially conform to the specifications in the applicable Documentation. Your exclusive remedy for breach of this warranty is for Vairo, at its option, to (a) use commercially reasonable efforts to remedy any reproducible defects in the Software reported to Vairo in writing during the Warranty Period, or (b) terminate the license and refund any prepaid fees for the remainder of the License Term.
7.2 Professional Services Warranty
If Vairo provides professional services (e.g., installation, customization, training), Vairo warrants that such services will be performed in a professional and workmanlike manner. If Vairo fails to meet this standard and you promptly notify Vairo, Vairo will use reasonable efforts to re-perform the services or, if re-performance is not feasible, refund the portion of fees allocable to the non-conforming services.
7.3 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAIRO (ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VAIRO DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.
8. LIMITATIONS OF LIABILITY
8.1 Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY’S TOTAL, CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8.2 Exclusion of Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. THIRD-PARTY CLAIMS (INDEMNIFICATION)
9.1 Vairo’s Indemnification Obligation
Vairo shall defend or settle any third-party claim, suit, or proceeding brought against you to the extent that it alleges the Software (when used in accordance with this Agreement and the Documentation) infringes or misappropriates any third party’s U.S. intellectual property rights. Vairo will pay damages finally awarded or any settlement agreed by Vairo on Vairo’s behalf.
9.2 Exclusions
Vairo will have no indemnification obligation for any claim arising from: (a) modification of the Software not made by Vairo, if the alleged infringement would not have occurred but for such modification; (b) combination of the Software with any other product or service not provided or authorized by Vairo, if the alleged infringement would not have occurred but for such combination; or (c) use of the Software after Vairo notifies you to discontinue use due to a third-party claim.
9.3 Mitigation
If a claim arises under this Section, Vairo may (a) procure the right for you to continue using the Software, (b) replace or modify the Software so it becomes non-infringing, or (c) terminate the license and refund any prepaid fees covering the remainder of the License Term.
9.4 Your Indemnification Obligation
You shall defend and indemnify Vairo against any third-party claims arising out of or related to your use of the Software in violation of this Agreement or applicable law, including claims alleging that Your Data infringes or misappropriates the intellectual property or privacy rights of any third party.
9.5 Conditions
The obligations in this Section are contingent on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and any settlement negotiations; and (c) cooperating reasonably in the defense of the claim at the indemnifying party’s expense.
10. TERM AND TERMINATION
10.1 Term
This Agreement commences on the Effective Date and continues until the end of the License Term or until earlier terminated in accordance with this Section.
10.2 Termination for Convenience
Either party may terminate this Agreement (and any licenses granted hereunder) for convenience if there are no active Order Forms or statements of work in effect and upon giving the other party thirty (30) days’ written notice.
10.3 Termination for Breach
Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
10.4 Effect of Termination
Upon expiration or termination of this Agreement for any reason:
(a) all licenses granted to you under this Agreement immediately terminate;
(b) you shall cease using and shall destroy or delete all copies of the Software in your possession or control; and
(c) you shall pay any outstanding fees owed to Vairo, if applicable.
10.5 Survival
Sections 1, 3.2, 5, 6, 7.3, 8, 9, 10.4, 10.5, 11, 12, and any other provisions intended by their nature to survive termination shall survive any expiration or termination of this Agreement.
11. PROPER CONDUCT AND COMPLIANCE
11.1 Compliance with Law
Each party will comply with all applicable laws and regulations in exercising its rights and performing its obligations under this Agreement.
11.2 Data Security and Backup
You are solely responsible for the security, integrity, and backup of Your Data. Vairo shall have no liability for any loss or corruption of Your Data.
11.3 Export Compliance
You agree to comply with all applicable export control and trade sanctions laws and regulations, including those of the United States. You represent that you are not named on any U.S. government sanctions list and that you will not permit the Software to be used in violation of any U.S. export embargo, prohibition, or restriction.
11.4 High-Risk Use
Except as expressly permitted in Section 4.2(f), you shall not use the Software in any environment where failure or malfunction could lead to death or serious bodily injury of any person, or severe physical or environmental damage.
11.5 U.S. Government End Users
The Software is commercial computer software. If you are a U.S. Government end user, your rights to use, modify, reproduce, release, perform, display, or disclose the Software are subject to the terms and conditions of this Agreement, as prescribed in FAR 12.212 or DFARS 227.7202 or successor regulations.
12. GENERAL
12.1 Assignment
Neither party may assign or transfer this Agreement (or any rights or obligations hereunder) without the other party’s prior written consent, except that Vairo may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.2 Notices
All legal notices shall be given in writing and delivered by overnight courier or certified mail, return receipt requested, to the address of the other party set forth in the applicable Order Form or otherwise provided in writing. Notice shall be deemed given when received.
12.3 Waiver and Amendment
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any amendments to this Agreement must be in writing and executed by authorized representatives of both parties.
12.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.5 Force Majeure
Neither party shall be liable for delays or failures to perform any obligation under this Agreement due to causes beyond its reasonable control, such as acts of God, natural disasters, strikes, wars, acts of terrorism, or governmental action.
12.6 Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of law principles. Any dispute arising under or relating to this Agreement shall be resolved through binding arbitration in Stamford, Connecticut, administered by the American Arbitration Association. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
12.7 Entire Agreement
This Agreement, including any Order Form or SOW incorporated by reference, constitutes the entire agreement between you and Vairo relating to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.
12.8 Contact Information
If you have any questions regarding this Agreement, please contact:
Vairo Inc.
1 Greyrock Place, Stamford, CT 06901
Email: hello@vairo.ai
Website: www.vairo.ai
VAIRO PRIVACY POLICY
Effective Date: December 31, 2024
Vairo Inc. (“Vairo,” “we,” “us,” or “our”) is committed to respecting your privacy. This Privacy Policy explains how we collect, use, share, and otherwise process personal data (“Personal Data”) when you:
Visit our websites that display or link to this Privacy Policy (collectively, the “Website”); Use our software, platform, and related services, including any demos, trials, or mobile applications (collectively, the “Services”); Interact with us as a prospective customer, partner, vendor, or Authorized User (as defined below); Participate in Vairo-hosted events, webinars, or campaigns (collectively, “Events”); Engage with us in person at our offices or via phone, email, or other communication methods; Provide Personal Data to us through social media channels or on publicly available sites; or Otherwise communicate or interact with us where this Privacy Policy is referenced. By using or accessing our Website or Services, you agree to the terms of this Privacy Policy. If you do not agree, you may not use our Website or Services.
DEFINITIONS 1.1 “Authorized User” An individual who has been provided with access credentials or otherwise has access to use the Services under a Vairo customer agreement.
1.2 “Customer” An individual or entity that purchases (or uses, if free) Vairo Services, under a separate agreement or terms of use.
1.3 “Personal Data” Any information relating to an identified or identifiable natural person. Examples include names, email addresses, billing information, or any other data that can reasonably be used to identify a person.
1.4 “Third-Party Services” Products, applications, or services not provided by Vairo but which may interoperate or integrate with the Services (e.g., a customer’s CRM platform or a payment processor).
1.5 “Device” Any computer, smartphone, tablet, or other apparatus used to access or interact with our Website or Services.
PERSONAL DATA WE COLLECT The types of Personal Data we collect depend on how you interact with us and our Services.
2.1 Information You Provide to Us Account Information: When creating an account, we may ask for your name, email address, employer or company name, job title, phone number, and other business contact details. Payment and Billing: If you purchase our Services, we or our third-party payment processors may collect billing and payment information (e.g., billing address, credit card details). Event Registration and Participation: If you sign up for our Events, we may collect your contact details, job title, employer, travel and lodging information (for in-person events), and preferences (e.g., meal or accessibility requests). Customer-Submitted Data: If you upload or integrate data into our platform (e.g., data imports, queries, or analytics), we process and store such data on your behalf strictly to provide our Services (“Your Content”). Support and Communications: If you contact us (e.g., phone, email, chat) or request support, we may collect call recordings (where permitted by law), transcripts, or other information you provide during the communication. 2.2 Information We Collect Automatically Usage Data: We automatically collect information about how you interact with our Website or Services, including IP address, browser type, pages viewed, device type, unique device identifiers, approximate geolocation, and access timestamps. Cookies and Tracking Technologies: We and our third-party partners use cookies, web beacons, pixel tags, and other tracking mechanisms to personalize your experience, analyze trends, administer the Website and Services, track users’ movements around the Website, and gather demographic information. (See Section 9 below for more details on cookies.) Diagnostic Information: Our systems may capture log files, error reports, and other diagnostic information to troubleshoot issues and maintain the stability and security of our Services. 2.3 Information from Third Parties Third-Party Integrations: We may receive Personal Data from Third-Party Services you authorize to integrate with our Services (e.g., CRM, accounting platforms). The scope of data shared depends on the permissions you grant during the integration. Publicly Available Data: We may collect publicly available information, such as business contact or professional information that has been published online or otherwise made publicly accessible (e.g., from LinkedIn, trade show directories, or business registries). Marketing/Lead Generation Providers: We may receive Personal Data such as your business contact information from marketing companies or data enrichment services to update, expand, or analyze our records and identify new prospects. 3. HOW WE USE YOUR PERSONAL DATA We use Personal Data for the following legitimate business purposes (and in accordance with applicable legal bases):
Providing and Improving Services:
To deliver, operate, maintain, and enhance our Website and Services; To process transactions (e.g., billing, payment). Customer and User Support:
To respond to requests, comments, and questions; To troubleshoot issues and provide technical assistance. Account Management and Security:
To authenticate and manage user accounts; To protect the integrity and security of our systems, networks, and intellectual property. Communications and Marketing:
To send you information about new features, promotions, newsletters, upcoming events, or other marketing communications (subject to your communication preferences); To contact you regarding Service updates, administrative or legal notices, and other communications relevant to your usage. Analytics and Personalization:
To understand usage patterns, analyze trends, and optimize user experiences; To tailor the content or features of our Services to match user profiles or preferences. Compliance and Legal Obligations:
To comply with applicable laws, regulations, or legal processes; To enforce our agreements, detect and prevent fraud or illegal activities, and protect the rights, property, or safety of Vairo and others. Events and Surveys:
To register you for Events and provide relevant materials; To collect feedback through surveys or questionnaires to improve our products and services. 4. HOW WE SHARE YOUR PERSONAL DATA We do not sell or rent your Personal Data. However, we may share Personal Data under the following circumstances:
Within Vairo:
With our parent company, subsidiaries, and corporate affiliates for the purposes described in this Privacy Policy. Service Providers:
With trusted third-party vendors or contractors that perform functions on our behalf (e.g., hosting providers, payment processors, analytics services, marketing agencies, shipping vendors). These service providers are contractually bound to use Personal Data only as necessary to provide services to us. Business Transactions:
In connection with a merger, acquisition, financing, reorganization, bankruptcy, receivership, sale of all or a portion of our assets, or transition of service to another provider. Personal Data may be transferred as part of such a transaction. Legal Compliance and Protection:
To comply with laws or respond to lawful requests and legal processes; To protect the rights and property of Vairo, our agents, customers, and others, including enforcing our agreements, policies, and terms of use; In an emergency to protect the personal safety of any individual. Consent:
With your consent or at your direction (e.g., if you choose to share content within our Services publicly or integrate with certain Third-Party Services). 5. INTERNATIONAL DATA TRANSFERS Vairo operates globally and may process Personal Data in countries that may not have equivalent data protection laws to your home jurisdiction. Whenever we transfer Personal Data to another country, we ensure the transfer is permissible under applicable data protection laws and is subject to appropriate safeguards (e.g., Standard Contractual Clauses, data privacy frameworks, or equivalent legal mechanisms).
DATA SECURITY MEASURES We maintain industry-standard technical, administrative, and physical safeguards designed to protect Personal Data against unauthorized access, use, or disclosure. No system is 100% secure, and we cannot guarantee absolute security. If you have reason to believe your interaction with us is no longer secure, please notify us immediately (see Section 13).
DATA RETENTION We retain Personal Data for as long as necessary to fulfill the purposes outlined in this Privacy Policy, unless a longer retention period is required by law (e.g., tax, accounting, or legal requirements). Once we have no ongoing legitimate business need or legal basis to retain Personal Data, we will securely delete, anonymize, or isolate the data.
YOUR RIGHTS AND CHOICES Depending on your jurisdiction, you may have the right to:
Access your Personal Data; Rectify inaccurate or incomplete Personal Data; Delete or request the erasure of your Personal Data; Restrict the processing of your Personal Data; Object to the processing of your Personal Data; Data Portability, i.e., request a copy of your Personal Data in a structured, commonly used, and machine-readable format; Opt-Out of receiving marketing communications from us; and Withdraw Consent at any time (where we rely on consent to process your Personal Data). To exercise these rights, please contact us using the details provided in Section 13. We will respond to your request in accordance with applicable law, and we may request additional information to verify your identity. Some rights may be subject to legal or contractual exemptions.
COOKIES AND OTHER TRACKING TECHNOLOGIES 9.1 Cookies We and our partners use cookies or similar technologies to store and manage user preferences, enable content, gather analytics, and provide targeted advertisements. You can manage your cookie preferences via your browser settings or, where available, by using a cookie banner or preference center on our Website.
9.2 Do Not Track (DNT) Some browsers allow you to send a DNT signal. Because there is no industry-standard for DNT technology, we do not currently guarantee that our systems will recognize or respond to all DNT signals. We continue to monitor developments around DNT browser technology and may revisit this policy in the future.
9.3 Web Beacons and Pixel Tags We may include pixel tags or web beacons in emails to track open or click rates. This helps us measure the effectiveness of our communications and campaigns.
THIRD-PARTY WEBSITES, LINKS, AND SERVICES Our Website or Services may link to third-party sites or services that we do not control. Their privacy and data collection practices are governed by their own policies, not ours. We encourage you to review the privacy statements of any site or service you visit before providing your Personal Data.
CHILDREN’S PRIVACY Our Website and Services are not directed to children under the age of 13 (or the age defined under applicable local law). We do not knowingly collect Personal Data from children. If you believe we have collected Personal Data from someone under the applicable age of consent without proper consent, please let us know (see Section 13), and we will take appropriate steps to address and delete such information.
CHANGES TO THIS PRIVACY POLICY We may modify this Privacy Policy from time to time to reflect changes in our practices or for other operational, legal, or regulatory reasons. When we do, we will update the “Effective Date” at the top of this Privacy Policy. If we make any material changes, we will provide you with notice (e.g., posting a prominent notice on our Website or by sending you an email notification). By continuing to use our Website or Services after the revised Privacy Policy is posted, you acknowledge and agree to the updated terms.
HOW TO CONTACT US If you have questions about this Privacy Policy, want to exercise your rights, or have any concerns regarding our privacy practices, you can reach us at:
Vairo Inc. 1 Greyrock Place, Stamford, CT 06901 Email: hello@vairo.ai Website: www.vairo.ai
We will respond to your inquiry as soon as reasonably practicable and in accordance with applicable laws.