End User Licence Agreement

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and Enveu, regarding your access to and use of the Enveu website and the services offered by us. All the functionalities, features, Streaming Services, audio, visual, written media, PDF, Website links and user interfaces, and all content and software associated with the Services as provided by the “Company”.

1. Agreement Overview & Parties

1.1 The Parties

Enveu Inc-- the company or group of companies operating the Enveu platform and products, as identified in the applicable Order Form (“Enveu”, “we”, or “us”).

Licensee: The business entity named in the Order Form (“you” or “your”). By signing the Order Form, you represent that you have full authority to bind your organisation to this Agreement.

1.2 Effective Date & Activation

This Agreement becomes effective on the date stated in the Order Form, or, if no date is specified, on the date you first access the Software. Service activation begins on the Effective Date unless otherwise agreed in writing.

1.3 Key Definitions

For clarity throughout this Agreement:

• “Authorised Users” — Employees, contractors, and agents of the Licensee permitted to access the Software.
• “Platform” / “Software” — The Enveu OTT Platform and/or Enveu Flow, including all APIs, updates, and associated components.
• “Subscription Tier” — The specific plan (e.g., Starter, Growth, Enterprise) selected in the Order Form, defining usage limits and features.
• “Order Form” — The written or electronic document specifying products, fees, and term, executed by both parties.
• “Licensee Data” — All content and data uploaded or submitted by the Licensee through the Platform.
  
  

2. Licence Grant & Usage Scope

2.1 Nature of Licence

Enveu grants the Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Software during the Subscription Term, solely for the Licensee's internal business operations, in accordance with the Documentation and Order Form.

2.2 Authorised Users & Unit of Value

Usage is scoped to the metrics defined in the Subscription Tier (e.g., number of named user seats, monthly active users, API call volume, or concurrent streams, number of apps, specific features). The Licensee is responsible for ensuring all Authorised Users comply with this Agreement.

2.3 Geographic & Platform Scope

The licence applies to the geographic regions and device types (Web, iOS, Android, Smart TV, or others) specified in the Order Form. Use outside the agreed scope requires a written amendment.

3. Restrictions & Prohibited Actions

3.1 Anti-Abuse & Reverse Engineering

The Licensee must not, and must ensure Authorised Users do not:

3.2 No Reselling or Sub-licensing

The Licensee may not sublicence, resell, white-label, or otherwise make the Software available to third parties without a separate written partner or reseller agreement executed with Enveu.

3.3 Fair Use & Throttling

If the Licensee’s usage (e.g., bandwidth, API calls, or storage) spikes abnormally and materially degrades the experience of other clients, Enveu reserves the right to throttle or temporarily suspend that usage with prior notice where practicable, and will work with the Licensee to resolve the underlying cause.

4. Intellectual Property & Data Ownership

4.1 Platform Ownership (Enveu)

Enveu retains 100% ownership of all Intellectual Property Rights in the Software, including all code, UI/UX, algorithms, workflows, and Documentation. Nothing in this Agreement transfers any IP ownership to the Licensee.

4.2 Licensee Data Ownership

The Licensee retains 100% ownership of all content and data it uploads to the Platform. Enveu is granted a limited, non-exclusive licence to process Licensee Data solely to provide the agreed services.

4.3 Feedback

Any suggestions, feedback, or feature requests provided by the Licensee are assigned to Enveu and may be used by Enveu for any purpose without restriction or compensation.

4.4 Aggregated & Anonymised Data

Enveu may collect and use anonymised, aggregated usage data (containing no Personal Data and no information identifying the Licensee) to improve, develop, and market its products.

5. Service Level Agreement (SLA) & Support

5.1 Uptime Commitment

Enveu commits to a minimum monthly uptime of 99.9% for the Covered Services (the “Uptime Commitment”). This excludes downtime caused by third-party systems beyond Enveu’s control (e.g. AWS or other infrastructure providers), scheduled maintenance windows, and Force Majeure events. The Licensee may monitor live service status at status.enveu.com.

5.2 Support & Response Times

Enveu will provide support based on the criticality of each issue, classified into four severity levels as follows:

Response Time — Time to acknowledge the issue after testing and confirming its existence.

Remedy Time — Time to issue a temporary fix to restore functionality (may include back-end data manipulation).

Final Resolution — Time to resolve the issue permanently via a codebase change, removing any reliance on the temporary fix.

5.3 Service Credits

If Enveu fails to meet either (or both) the Front-end Uptime and/or Back-end Uptime commitment in a given calendar month, and the Licensee is not in breach of this Agreement, Enveu will issue a credit calculated as follows:

SLA Credit = Total cumulative minutes of Downtime below the applicable Uptime commitment (for the month) × the effective per-minute rate of the Platform Licence Fee. The per-minute rate = Platform Licence Fee ÷ total minutes in the then-current term.

Front-end Uptime and Back-end Uptime are measured separately. A Downtime Event that causes both front-end and back-end outage is treated as Front-end Downtime only. Multiple simultaneous Downtime Events are treated as a single event.

The SLA Credit is the Licensee’s sole and exclusive remedy for Downtime. To request a credit, the Licensee must contact Enveu via their Account Manager or Support Portal within 30 days after the end of the month in which the credit was earned.

5.4 Scheduled Maintenance

Enveu schedules maintenance outside of 8 am–10 pm in the Licensee’s local time zone (North America: Mountain Time; EMEA: Dubai/GST; APAC: Noida/IST), unless the maintenance relates to a live service outage. Planned maintenance requires prior written notice and formal approval from the Licensee before commencement. End users will be shown an appropriate downtime message in the app; the Licensee may provide custom message text. Downtime caused by third-party system outages or by deploying mutually agreed new requirements is excluded from SLA coverage.

5.5 Inclusions & Exclusions

Included with all plans:

• Service Dashboard for real-time system health monitoring.
• Monthly performance report (upon request).

Excluded from SLA coverage:

• Planned downtime in non-business hours (communicated and approved in advance).
• Outages caused by third-party systems integrated with the Platform (e.g. AWS).
• API/usage spikes exceeding 50% above the 3-month average for two consecutive months, or user spikes beyond 20% of the selected usage tier, unless a prior written agreement exists.
• Downtime resulting from deploying mutually agreed new features or requirements.

6. Payment, Taxes & Auto-Renewal

6.1 Subscription & Billing

Fees are billed in advance on a monthly or annual cycle as selected in the Order Form. All fees are non-refundable except as expressly stated in this Agreement. Currency and payment method are specified in the Order Form.

6.2 Annual Price Escalation

Enveu may increase fees at each annual renewal by up to 510% or the applicable Consumer Price Index (CPI) increase (whichever is higher), with at least 60 days’ written notice before the renewal date.

6.3 Late Payments

Invoices are due within 30 days of the invoice date. If any undisputed amount remains unpaid beyond 15 days after the due date, Enveu may: (a) charge interest at 8% per annum above the US Federal Reserve base rate; and /or (b) suspend access to the Platform upon written notice. Access is restored promptly upon full payment.

6.4 Taxes

All fees are exclusive of applicable taxes (GST, VAT, withholding taxes, etc.). The Licensee is responsible for all such taxes. Where withholding tax applies, the Licensee shall gross up payments so that Enveu receives the full contracted amount.

6.5 Auto-Renewal

The Subscription Term renews automatically for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days (monthly plans) or 60 days (annual plans) before the end of the then-current term.

7. Data Privacy & Security

7.1 Regulatory Compliance

Both parties shall comply with all applicable data protection laws, including:

Where Enveu processes Personal Data on behalf of the Licensee, the parties shall enter into a Data Processing Agreement (DPA), which forms part of this Agreement.

7.2 Security Standards

Enveu shall implement and maintain appropriate technical and organisational security measures, including:

8. Confidentiality

8.1 Mutual Obligations

Each party (“Receiving Party”) agrees to keep the other party’s (“Disclosing Party”) Non-Public Information strictly confidential and not to disclose it to any third party without prior written consent. Non-Public Information includes pricing, product roadmaps, technical architecture, customer lists, and internal data.

Disclosure is permitted only to employees, contractors, or advisers who have a need to know and are bound by equivalent confidentiality obligations.

8.2 Exclusions

Confidentiality obligations do not apply to information that:

8.3 Duration

Confidentiality obligations survive termination or expiry of this Agreement for five (5) years.

9. Liability & Indemnification

9.1 Limitation of Liability

To the maximum extent permitted by law:

9.2 IP Indemnity by Enveu

Enveu shall defend, indemnify, and hold harmless the Licensee against any third-party claim alleging that the Software infringes that third party’s Intellectual Property Rights, provided that the Licensee (a) notifies Enveu promptly in writing, (b) gives Enveu sole control of the defence, and (c) cooperates reasonably. This obligation does not apply where the alleged infringement arises from Licensee modifications or third-party integrations or out of incorrect usage of any content licenses acquired by the Licensee.

9.3 Usage Indemnity by Licensee

The Licensee shall defend, indemnify, and hold harmless Enveu against any third-party claim arising out of or relating to: (a) Licensee Data; (b) the Licensee’s use of the Platform for illegal, defamatory, or unauthorised content or activities; or (c) any breach of this Agreement by the Licensee or its Authorised Users.

10. Termination & Data Exit

10.1 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

10.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing 90 days’ written notice, subject to payment of any outstanding fees.

10.3 Data Export

Upon expiry or termination, Enveu will provide the Licensee with a 30-day data export window during which the Licensee may download all Licensee Data in a standard machine-readable format (CSV, JSON, or equivalent).

10.4 Data Deletion

Following the close of the export window, Enveu will securely delete or anonymise all Licensee Data from its systems within 60 days, unless retention is required by applicable law. Enveu will provide written confirmation of deletion upon request.

11. Governing Law & Dispute Resolution

11.1 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws specified in the Order Form. The default governing law is:

If a client requires a different jurisdiction, this may be specified in the Order Form as a mutually agreed exception.

11.2 Escalation & Mediation

In the event of a dispute, the parties shall first attempt to resolve the matter through good-faith senior management discussions within 20 business days of written notice of the dispute. If unresolved, the parties shall refer the dispute to non-binding mediation before initiating arbitration.

11.3 Arbitration

If mediation fails, the dispute shall be finally resolved by binding arbitration under the rules of the International Chamber of Commerce (ICC) or the Dubai International Arbitration Centre (DIAC), as agreed in the Order Form. The arbitration shall be conducted in English by a single arbitrator. The arbitral award shall be final and binding.

12. General Provisions

12.1 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, pandemic, or widespread internet or infrastructure outages. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

12.2 Entire Agreement

This Agreement (including all Schedules, Order Forms, and the DPA) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations, agreements, negotiations, or verbal promises relating thereto.

12.3 Amendments & Waivers

No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

12.4 Assignment

The Licensee may not assign or transfer any rights or obligations under this Agreement without Enveu’s prior written consent. Enveu may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Licensee.

12.5 Severability

If any provision of this Agreement is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.6 Notices

All formal notices under this Agreement must be in writing (email is acceptable for operational notices) and sent to the addresses specified in the Order Form. Notices are deemed received on the next business day if sent by email with delivery confirmation.