Product Specific Terms

Last modified: January 5, 2024

These Product Specific Terms (the “Product Terms”) supplement the Terms of Use or, if you or the organization you represent has subscribed for Vidyard’s Services, the Terms of Service or other written agreement between Vidyard and you or the organization on whose behalf you are using Vidyard’s Services (the “Agreement”). They apply to the extent that you use or access any of the products, services, or features described below. We periodically update this page by posting a revised copy at www.vidyard.com/product-terms. Revisions will become effective on the date the updated Product Terms are posted by Vidyard. Your continued use of or access to the products, services or features after the date the updated Product Terms are posted will constitute your or your organization’s acceptance of those terms. Any capitalized terms used but not defined below have the meanings set out in the Agreement.

AI Script Generator

Your use of AI Script Generator is subject to the Agreement and the following additional terms (the “AI Script Generator Terms”):

  1. Third Party Providers: AI Script Generator is powered by technology provided by OpenAI, LLC. By using AI Script Generator, you consent to the transfer of your prompt text that you input into AI Script Generator to OpenAI for processing. You may not use AI Script Generator in a manner that violates any OpenAI policies, which you can review directly at https://openai.com/policies. Please note that we do not share your account profile information or your information relating to the use of other Vidyard Services with Open AI, LLC.
  2. No Service Level Agreement: AI Script Generator is offered “as available”. Any service level agreement for the Services does not apply to AI Script Generator. Vidyard or OpenAI, LLC reserve the right to limit access to AI Script Generator for at any time or for any reason, including, without limitation, to address the volume of workloads on ChatGPT.
  3. No Representations or Warranties: AI SCRIPT GENERATOR IS PROVIDED “AS IS”, AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VIDYARD MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF AI SCRIPT GENERATOR. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, VIDYARD DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, REGARDING AI SCRIPT GENERATOR AND THE CONTENT GENERATED BY AI SCRIPT GENERATOR, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. AI SCRIPT GENERATOR MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
  4. Indemnity: YOU AGREE TO INDEMNIFY AND HOLD HARMLESS VIDYARD AND ITS LICENSORS’ FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, PENALTIES, COSTS, OR EXPENSES, INCLUDING REASONABLE LEGAL FEES ARISING FROM OR RELATING TO YOUR USE OF AI SCRIPT GENERATOR.
  5. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, SHALL VIDYARD, OPEN AI, LLC, OR EITHER OF THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, AI SCRIPT GENERATOR OR THE CONTENT GENERATED FROM AI SCRIPT GENERATOR, EVEN IF VIDYARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY AGREEMENT WITH YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU USE AI SCRIPT GENERATOR.

    IF YOUR USE OF THE VIDYARD SERVICES IS GOVERNED BY THE TERMS OF USE, VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $100.IF YOUR USE OF THE VIDYARD SERVICES IS GOVERNED BY THE TERMS OF SERVICE, VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY IN CONNECTION WITH YOUR USE OF AI SCRIPT GENERATOR, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID TO VIDYARD IN THE THREE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; OR (B) $100.

  6. Miscellaneous: The Agreement and these AI Script Generator Terms shall constitute the entire agreement between the parties regarding the use of AI Script Generator and supersede all proposals and prior discussions and writings between the parties with respect thereto. These AI Script Generator Terms and the use of AI Script Generator shall be governed by the laws of the Province of Ontario without regard to principles of conflict of laws. In the event of a conflict or inconsistency between the Agreement and these AI Script Generator Terms and any other agreement between the parties, the parties agree that these AI Script Generator Terms shall govern. The provincial or federal courts sitting in Waterloo Region, in the Province of Ontario shall have exclusive jurisdiction and venue over any dispute arising out of these AI Script Generator Terms, the use of AI Script Generator or the content generated from the use of AI Script Generator, and you hereby consent to the jurisdiction of such courts.

Vidyard Prospector

Your use of Vidyard Prospector (“Prospector”) is subject to the Agreement and the following additional terms (the “Prospector Terms”):

  1. Definitions: For the purposes of these Prospector Terms:

    “AI Features” means the artificial intelligence and machine learning features of Prospector, including those that generate content based on text, emails, instructions, information, materials, or other content you submit to Prospector.

    “Contact Data” means new contacts, leads and enriched data (including but not limited to name, email address or other information based on Customer Business Data) made available through Prospector in response to a request by Customer.

    “Customer Business Data” means the names, email addresses and other business information relating to your existing and prospective leads that you submit to Prospector.

  2. Customer Business Data: You represent and warrant that any Customer Business Data you submit to Prospector has been collected, processed, and provided to Vidyard in accordance with the Agreement and applicable laws, including applicable privacy and marketing laws. You are responsible for providing any required notices and obtaining any required consents or authorization required to transfer and disclose Customer Business Data. For the avoidance of doubt, any Customer Business Data you share with Vidyard is “Posted Materials” for purposes of the Terms of Use and “Customer Content” for the purposes of the Terms of Service and any Contact Data that Vidyard shares with you is Vidyard “Content” for purposes of the Terms of Use and “Vidyard Content” for the purposes of the Terms of Service.
  3. Data License: Subject to your compliance with the Agreement and these Prospector Terms, Vidyard grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Contact Data provided to you solely for the limited and specified purpose of enhancing the Customer Business Data for your own internal business purposes.
  4. Third Party Data Sources: In connection with Prospector, you acknowledge that Vidyard may deliver Customer Business Data to third parties for the purposes of enriching Customer Business Data to help derive or provide the Contact Data or otherwise perform the Services requested by you. All use by such third parties shall be solely in accordance with the Agreement and solely for the foregoing purpose. By enabling Prospector, you authorize and instruct Vidyard to share applicable Customer Business Data with the third-party data sources as necessary to perform the Services. You are responsible for and shall obtain all licenses, rights and permissions necessary for the provision to, and use by Vidyard and its subcontractors of Customer Business Data under this Agreement.
  5. Third Party Terms: Vidyard sources Contact Data from third-party data sources, including People Data Labs. Accordingly, you must ensure that your use of Contact Data complies with the People Data Labs Acceptable Data Use Policy (“ADUP”), posted here: https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy at all times. Violations of the ADUP will constitute a material breach of the Prospector Terms. You may not use, resell, authorize or permit anyone to use, or license or make available Contact Data you obtain from the Services, for any purposes prohibited in the ADUP. Without limiting the foregoing, if Vidyard’s license to the Contact Data terminates for any reason, you agree that, upon Vidyard’s notice to you through the Services, you will no longer use the Contact Data; however, you may retain the Contact Data for the purposes of record retention and tracking opt-out requests.
  6. AI Features: You are responsible for ensuring that any text, emails, instructions, information, materials, or other content you submit to Prospector (collectively, “Prompts”) are appropriate and permissible under the Agreement and that you have obtained the necessary rights and permissions to use such Prompts. You are also responsible for the use of any text, emails, information, materials, or other content you generate using Prospector (collectively, “Generated Content”). You acknowledge that Generated Content may not be accurate, complete, reliable, or otherwise fit for use (including from a legal and/or business perspective). You are not required to use any Generated Content and should carefully review and modify all Generated Content before using it for any purpose to ensure compliance with the Agreement and applicable laws. Due to the nature of AI Features, you understand that Generated Content provided to you may: (a) be similar or identical to content that Vidyard generates on behalf of others; or (b) incorporate or reflect third-party content or materials. For the avoidance of doubt, Prompts and Generated Content are “Posted Materials” for purposes of the Terms of Use and “Customer Content” for the purposes of the Terms of Service.
  7. Responsibilities: You are responsible for complying with all applicable laws and regulations when using Prospector, including those relating to privacy, marketing, electronic communications, and the use of AI technologies, and for determining whether Prospector is suitable for you in light of such laws and regulations. Vidyard reserves the right to impose restrictions on the use of the Contact Data if Vidyard believes, in its sole discretion, such restrictions are required under applicable laws.
  8. Use Restrictions: You agree that you will not and will not permit anyone else to use, or attempt to use, Prospector (including Generated Content or Contact Data) for any purpose that: (a) is in violation of the Agreement or applicable laws; (b) would create any legal obligations or liability for Vidyard; or (c) that otherwise infringes the rights of any person or third party. Without limiting any other restriction in the Agreement, you will not use or attempt to use Prospector (or any Generated Content or Contact Data) for purposes that are discriminatory, harassing, harmful or otherwise objectionable or violates any anti-spam legislation or marketing laws. Where appropriate, or in the event such a disclaimer is required by Vidyard or applicable laws, you will include as part of any email campaign containing Generated Content a disclaimer to individuals that the emails have been created using AI Features. Without limiting any right of Vidyard, we may immediately suspend or terminate your access to Prospector if we believe you have violated the Agreement, including the Prospector Terms.
  9. Third Party Providers: By using Prospector, you consent to the transfer of your Prompts to certain third-party providers, including OpenAI, LLC, for processing. You may not use Prospector in a manner that violates OpenAI’s policies which you can review directly at https://openai.com/policies. To the extent that your Prompts and Generated Content contains Customer Personal Data (as defined in the Data Processing Addendum), you agree that OpenAI will act as a Sub-processor.
  10. Product Improvement: Vidyard may use Prompts, Generated Content, and any feedback or edits to the Generated Content to train or otherwise improve the AI Features; provided that any Customer Personal Data has been de-identified so that the Prompts, Generated Content, and any feedback or edits to the Generated Content do not identify you or any other individual.
  11. No Representations or Warranties: PROSPECTOR, THE CONTACT DATA AND GENERATED CONTENT ARE PROVIDED “AS IS”, AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, VIDYARD DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, REGARDING PROSPECTOR, THE CONTACT DATA AND GENERATED CONTENT, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. PROSPECTOR MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VIDYARD MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF PROSPECTOR. VIDYARD DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE CONTACT DATA OR GENERATED CONTENT ARE COMPLETE, ACCURATE OR CORRECT. ANY CONTACT DATA OR GENERATED CONTENT RELIES ON THE COMPLETENESS, ACCURACY AND CORRECTNESS OF THE INFORMATION SUBMITTED TO VIDYARD, INCLUDING WITHOUT LIMITATION THE PROMPTS, CUSTOMER BUSINESS DATA AND THE INFORMATION PROVIDED BY THE APPLICABLE THIRD-PARTY DATA SOURCES AND SERVICE PROVIDERS. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, VIDYARD ACCEPTS NO LIABILITY FOR ANY INACCURACY, INCOMPLETENESS OR OTHER ERROR IN THE CONTACT DATA OR GENERATED CONTENT.
  12. Indemnity: You agree to indemnify and hold harmless Vidyard and its licensors from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, costs or expenses, including reasonable legal fees, arising from or relating to your use of: (a) Prospector in violation of the Prospector Terms; or (b) the Generated Content or Contact Data.
  13. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, SHALL VIDYARD, OPEN AI, LLC, OR EITHER OF THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY , INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, PROSPECTOR OR THE CONTENT GENERATED FROM PROSPECTOR, EVEN IF VIDYARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY AGREEMENT WITH YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU USE PROSPECTOR.

    IF YOUR USE OF THE VIDYARD SERVICES IS GOVERNED BY THE TERMS OF USE, VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $100. IF YOUR USE OF THE VIDYARD SERVICES IS GOVERNED BY THE TERMS OF SERVICE, VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID TO VIDYARD FOR PROSPECTOR IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; OR (B) $100.

  14. Miscellaneous: The Agreement including these Prospector Terms shall constitute the entire agreement between the parties regarding the use of Prospector and supersede all proposals and prior discussions and writings between the parties with respect thereto. These Prospector Terms and the use of Prospector shall be governed by the laws of the Province of Ontario without regard to principles of conflict of laws. In the event of a conflict or inconsistency between the Agreement and these Prospector Terms and any other agreement between the parties, the parties agree that these Prospector Terms shall govern. The provincial or federal courts sitting in Waterloo Region, in the Province of Ontario shall have exclusive jurisdiction and venue over any dispute arising out of these Prospector Terms, the use of Prospector or the Generated Content and you hereby consent to the jurisdiction of such courts.