1. Agreement to These Terms
These Terms of Service ("Terms") govern your access to and use of the website, content, tools, and services offered by Vividior LLC ("Vividior," "we," "us," or "our"). They form a binding agreement between you and Vividior. By accessing our website, submitting an inquiry, or engaging Vividior for services, you agree to these Terms. If you do not agree, please do not use our website or services.
These Terms apply to our website and general business relationship. Specific engagements are governed by a separate written agreement (a "Services Agreement" or "Statement of Work"). Where a signed Services Agreement conflicts with these Terms, the Services Agreement controls for that engagement.
2. Who We Are and What We Do
Vividior is a sponsorship and events partnership firm. We act as a broker and intermediary that connects two sides of the sponsorship marketplace:
- Brands and sponsors seeking to place cash or in-kind investments with events, properties, and organizations; and
- Event organizers, properties, and rights-holders seeking sponsorship funding, products, services, or in-kind gifting.
Our services may include sponsorship strategy, asset valuation and rate-card development, prospecting and outreach, deal negotiation support, in-kind and gifting placement, activation and fulfillment coordination, and post-engagement reporting. The specific services provided to you will be described in your Services Agreement.
Vividior is an intermediary, not a party to the sponsorship agreements we help facilitate. The sponsorship, gifting, or partnership agreement itself is entered into directly between the sponsor and the property or organizer. Vividior facilitates, advises, and brokers, but the contracting parties are responsible for their own obligations to one another.
3. Dual Representation and Conflicts of Interest
Because Vividior serves both sponsors and properties, you acknowledge that we may represent or work with parties on both sides of a potential transaction, including parties with competing interests. By engaging Vividior, you consent to this arrangement. We maintain reasonable internal practices designed to handle confidential information appropriately and to act in good faith toward all clients. Where a specific conflict requires separate handling, we will address it in the applicable Services Agreement.
4. Fees, Retainers, and Commission
Our standard engagements are priced through a combination of a monthly retainer and a commission, as described on our website or in your Services Agreement:
- Starter: $2,500 per month plus 30% commission, for events of up to 100 attendees.
- Growth: $4,200 per month plus 20% commission, for events of up to 500 attendees.
- Enterprise: Custom pricing and commission, quoted based on scope.
Unless your Services Agreement states otherwise:
- Retainers are billed monthly in advance and are non-refundable once the service month has begun.
- Commission is calculated on the total value of sponsorships, gifting, or in-kind arrangements that Vividior sources, introduces, or facilitates. For in-kind and gifting arrangements, commission is calculated on the fair market value of the goods or services exchanged, as reasonably determined by Vividior and confirmed in the Services Agreement.
- Commission is earned when a sponsorship or partnership is secured between parties Vividior introduced or facilitated, and is payable regardless of whether the introduced relationship is later restructured, renewed, or extended directly between the parties within the tail period stated in your Services Agreement.
- Published prices are starting points. Final pricing is confirmed in your Services Agreement.
Late payments may accrue interest and may result in suspension of services. You are responsible for any taxes associated with our fees, excluding taxes on Vividior's net income.
5. Client Responsibilities
You agree to:
- Provide accurate, complete, and timely information needed for us to perform our services;
- Hold the necessary rights and authority to offer the sponsorship assets, products, or in-kind contributions involved in an engagement;
- Honor the commitments you make to counterparties we introduce;
- Not circumvent Vividior by transacting directly with an introduced party in order to avoid commission during the term or tail period; and
- Comply with all applicable laws, including those governing advertising, sponsorship disclosure, charitable solicitation, and tax treatment of in-kind contributions.
6. No Guarantee of Results
Sponsorship outcomes depend on many factors outside our control, including market conditions, the decisions of third parties, and the quality and readiness of the assets or budgets involved. Vividior will apply professional skill and good-faith effort, but we do not guarantee that any particular sponsorship will be secured, that any specific dollar amount or in-kind value will be raised or placed, or that any event or activation will achieve a particular result. Any projections, valuations, or estimates we provide are informed opinions, not promises.
7. Third-Party Counterparties
Vividior does not control, and is not responsible for, the conduct, solvency, or performance of sponsors, properties, organizers, vendors, or other third parties introduced through our services. We are not liable for a counterparty's failure to pay, perform, deliver in-kind goods, or otherwise meet its obligations. You are responsible for your own due diligence before entering into any agreement with a party we introduce.
8. Intellectual Property
The website and its content, including text, graphics, logos, the Vividior name and brand, tools, and design, are owned by Vividior or its licensors and are protected by intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from our content without our prior written permission. Materials we create specifically for you under a Services Agreement are addressed in that agreement.
9. Confidentiality
Each party may receive confidential information from the other. Both parties agree to use such information only for the purpose of the engagement and to protect it with reasonable care. This does not apply to information that is public, independently developed, or lawfully obtained from another source, or that must be disclosed by law.
10. Disclaimers
Our website and services are provided "as is" and "as available." To the fullest extent permitted by law, Vividior disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the website will be uninterrupted, secure, or error-free.
11. Limitation of Liability
To the fullest extent permitted by law, Vividior and its members, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or business opportunities, arising out of or relating to these Terms or our services. Vividior's total aggregate liability arising out of or relating to any engagement will not exceed the total fees actually paid by you to Vividior for the specific engagement giving rise to the claim in the three (3) months preceding the event giving rise to liability.
12. Indemnification
You agree to indemnify and hold harmless Vividior and its members, officers, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms, your violation of any law or third-party right, the assets or contributions you offer through our services, or your agreements with counterparties we introduce.
13. Term and Termination
Either party may terminate an engagement as described in the applicable Services Agreement. We may suspend or terminate your access to our website at any time if you violate these Terms. Provisions that by their nature should survive termination, including fees earned, commission and tail-period obligations, confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification, will survive.
14. Governing Law and Disputes
These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. The parties agree that any dispute arising out of or relating to these Terms or our services will be resolved in the state or federal courts located in Michigan, and you consent to the personal jurisdiction of those courts, unless your Services Agreement specifies arbitration or another venue.
15. Changes to These Terms
We may update these Terms from time to time. The "Last Updated" date reflects the most recent version. Material changes are effective when posted, and your continued use of our website or services after that date constitutes acceptance.
16. Contact Us
Vividior LLC
1001 Woodward Avenue
Detroit, MI 48226
support@vividior.com