TERMS OF USE

Please read these terms of use very carefully before registering for the Vidyard Services which include, but are not limited to; the Vidyard website, the Vidyard iOS app (the “App”), Vidyard’s GoVideo service, the GoVideo website, and any free services provided by Vidyard (collectively the “Services”). The words “you” in the terms of use refers to you the User. These terms of use (the “Agreement”) govern the content you pro vide and any other use of the Services. The Agreement is conducted between you (the “User”) and Buildscale, Inc. (doing business and referred to as “Vidyard”, “us” or “we” herein). The Agreement is subject to change by us as described below. By using the Services, you (i) accept the Agreement;

(ii) agree to be bound by the terms of the Agreement; (iii) agree to be bound by these terms and conditions of our Privacy Policy and (iv) have entered into a binding agreement between you and Buildscale, Inc.

Occasionally we may, at our sole discretion, make changes to the Agreement. When we make material changes to the Agreement, we will provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending you a notice by email. In some cases, we will notify you in advance, and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. Therefore, please ensure you read any such notice carefully and provide with Vidyard updated contact information in a timely manner. If you do not wish to accept any revised terms of the Agreement, you may terminate the Agreement by contacting us through the Vidyard Support contact form and immediately ceasing to use the Services.

  1. The Services, including but not limited to; the Vidyard website, the App, Vidyard’s GoVideo service, the GoVideo website, and any free services provided by Vidyard, along with the content respectively included therein (“Content”) and any applications provided in connection therewith may only be accessed in accordance with the Agreement. The Vidyard Services are owned and operated by Buildscale, Inc and any violation of these terms and conditions or the copyright in the Content may be enforced by Vidyard or the relevant copyright owner to the fullest extent allowed by law.
  2. You are granted a limited, non-transferable license to access and use the Services as described herein. Such license is subject to these Terms of Use and does not include: (a) any resale or commercial use of the Services; (b) modifying or otherwise making any derivative uses of the Services, or any portion thereof; (c) use of any data mining, robots or similar data gathering or extraction methods; (d) downloading (other than the page caching) of any portion of the Services or any information contained therein, except as expressly permitted on the Services; or (e) any use of the Services other than for its intended purpose. Any use of the other than as specifically authorized herein, without the prior written permission Vidyard, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.
  3. Should you access and/or use the Services on the behalf of another legal entity, you hereby represent and warrant that you have the authority, actual or implied, to bind that entity to the Agreement.
  4. You must be at least 13 years old (or such other age as determined by us at our sole discretion, based on factors like where you live) to use the Services. If you are not yet legally considered an adult where you live, you may only use the Services if your parent or guardian agrees to this Agreement on your behalf. In using the Services, you (or your parent/guardian) represent and warrant that you have met these requirements.
  5. You acknowledge and agree that Vidyard may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Vidyard’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to expressly inform Vidyard when you stop using the Services. You acknowledge and agree that if Vidyard disables access to your account, you may be prevented from accessing the Services, your account details or any files or other materials which is contained in your account.
  6. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Vidyard, unless you have been specifically allowed to do so in a separate agreement with Vidyard.
  7. You, directly or indirectly, alone or with any other party, may not:
    1. modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Services or any software provided in connection with the Services (“Software”), or remove proprietary legends in the Services or Software;
    2. distribute, transfer, resell, rent, lease, or loan the Services or Software to any other party, except as described herein;
    3. make the Services or Software available to others in a Services bureau arrangement or for any similar commercial time- sharing or third-party training use;
    4. use the Services to harass, threaten or otherwise cause distress, unwanted attention or discomfort to a person or entity;
    5. post, transmit or otherwise use in connection with the Services any prohibited content including, without limitation, content that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains graphic or gratuitous violence including realistic portrayals of people or animals being killed, maimed, tortured, or abused, or other similar content;

      (iii) is discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if likely to humiliate, intimidate, or place a targeted individual or group in harm’s way; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is harassing or bullying;

      (vi) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (vii) constitutes or promotes information that you know or ought to know is false or misleading or promotes illegal activities; (viii) constitutes conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any third party; or (xi) is inflammatory religious commentary or inaccurate or misleading quotations of religious texts.

    6. send any content that is highly repetitive, unwanted, unsolicited, “spam”, or bulk commercial email;
    7. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
    8. violate (intentionally or unintentionally) any applicable local, state, national or international law including, but not limited to, any regulations having the force of law; or
    9. interfere with or disrupt the Services or Software, or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or Software.
  8. You agree that you are solely responsible for (and that Vidyard has no responsibility to you or to any third party for) any breach of your obligations under the Agreement and for the consequences (including any loss or damage which Vidyard may suffer) of any such breach. To the extent Vidyard incurs any financial penalties or other costs and expenses (including investigation expenses) from Vidyard’s server hosting facility, internet Services provider or other vendors because of your use of the Software, you shall be obligated to immediately reimburse Vidyard for any such penalties, costs or expenses.
  9. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services is the sole responsibility of the person from which such materials originated, which may be you. Content you create may be stored on your local device, in the cloud, or any other method the Services so authorizes.
  10. You understand that you may choose not to allow the Services access to your camera, access your microphone, or to provide notifications related to the Services. Your choice not to allow such access, or provision of notifications, may impact the functionality of the Services and may render it unable to deliver some or all of its functions.
  11. Vidyard reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and Services mark attributions, any patent markings, and other indicia of ownership on the Content or other materials accessed through the Services. The delivery of, and license to, the Content and/or access to third party materials does not transfer to you any commercial or promotional use rights in the Content or any portion thereof. Any use of Content, or descriptions; any derivative use of this Services or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Services or any materials contained therein.
  12. While Vidyard uses reasonable efforts to include accurate and up-to-date information on the Services, Vidyard makes no warranties or representations as to its accuracy. Vidyard assumes no liability or responsibility for any errors or representations in the Content or the Services.
  13. The Services may contain links to other sites on the Internet which are owned and operated by Third Party Vendors and other third parties (the “External Sites”). You acknowledge that Vidyard is not responsible for the availability of, or the materials located on or through, any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the materials located on such External Sites.
  14. We may work with a third party to offer certain Services functions, like third party sign-ins for example. If you use such a third party Services, you understand that the third party’s terms of Services will apply to such use. It’s your responsibility to read and understand the terms of Services related to the third party Services before you use it. We are not responsible or liable for your use of any third party

    Services functions, or actions the third party takes under their terms of Services. We make no representations or warranties about third party Services provision.

  15. You must comply with third party terms of agreement that you have entered into to access the Services (e.g. make sure that your download/use of the Services doesn’t violate the terms of your wireless data Services agreement, or the agreement you strike with the provider of wi-fi internet access). By using the Services, you represent and warrant that you are not violating the terms of any third party agreement to which you are a party.
  16. You acknowledge that by accessing the Services, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that Vidyard shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material. The user agrees not to impersonate any person or communicate under a false name or a name the user is not entitled or authorized to use. Vidyard has the right (but not the obligation) to remove, prohibit, edit or discontinue any content on the Services, including content that has been posted by users.
  17. Vidyard reserves the right (but has no obligation) to filter, investigate, remove, prohibit, edit or discontinue any content on the Services, including content that has been posted by Users, in our sole discretion, that violates the provisions of the Agreement or any user guidelines or codes of conduct that we may provide to users. Without limiting the foregoing, Vidyard may remove any offending Content without prior notice, terminate or suspend a Customer’s Account or access to the Services and/or report such Content or activities to law enforcement authorities. You acknowledge and agree that Vidyard may, at any time and for any reason, view any posted content or submitted material. Without limiting the foregoing, Vidyard may use any means necessary to ensure that posted content and submitted materials do not breach the Agreement. Accounts under investigation may be temporarily locked. Vidyard reserves the right to immediately and permanently terminate your account without notice in the event that, in its sole discretion, you violate the Agreement. You are responsible for maintaining any necessary copies of your content. If a user account has been terminated, the user will have no opportunity to retrieve or download content. Accounts created to replace terminated accounts may be terminated without further notice.
  18. If you post content or submit material (“Posted Materials”), the following shall apply:
    1. You represent and warrant that all Posted Materials you provide are your original work products and will not be based on or derived from any third party’s work products unless you have secured permission from the third party and can demonstrate that to Vidyard. Furthermore, you represent and warrant that your use of the Services in connection with any Posted Materials or third-party content complies with all laws including, but not limited to, copyright law.
    2. You retain all ownership rights in Posted Materials that you are entitled to by law.
    3. You grant Vidyard and its affiliates a revocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable, license to use, reproduce, perform, distribute, and display Posted Materials solely for the purpose of providing the Services and improving the Services in general. Furthermore, you grant Vidyard, its affiliates, and sublicensees the right to use your name and/or user name in connection with Posted Materials.
    4. You grant each user of the Services a nonexclusive license to access Posted Materials through the Services, and to use, reproduce, distribute, display and perform Posted Materials as permitted through the functionality of the Services and under this Agreement.
    5. The licenses granted in Posted Materials terminate within a commercially reasonable time after you remove or delete Posted Materials from the Services; however, you understand, acknowledge and agree that Vidyard may retain, but not display, server copies of Posted Materials that have been removed or deleted.
    6. The licenses granted by you with respect to comments you submit are perpetual and irrevocable.
    7. You will defend, indemnify and hold Vidyard and its affiliates harmless from and against any claims resulting from Posted Materials or materials you provide hereunder or your use of the Services.
  19. At your discretion, you may provide feedback to Vidyard concerning the functionality and performance of the Services from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggest any Feedback, you hereby assign the ownership in all Feedback to Vidyard. In the event ownership in the Feedback cannot be granted to Vidyard, you grant Vidyard at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that Vidyard may disclose any Feedback to any third party in any manner and you agree that Vidyard has the ability to sublicense all Feedback in any form to any third party without restriction.
  20. If you gain access to the Services as part of your job, your employer may have agreed to additional terms or conditions related to their corporate subscription to the Services. It’s your responsibility to understand those additional terms and comply with them in full.
  21. The Services may contain areas in which additional terms and conditions apply. For purposes of the use of such areas in connection with

    the Services, in the event of a conflict between the terms and conditions of such other areas and the Agreement, the terms and conditions of the other area shall prevail, to the extent that there is a conflict this the Agreement.

  22. The Services may use Cookies to provide information to Vidyard’s software or server on which the Services runs. “Cookies” are small pieces of information and programmatically generated data that are stored on a computer’s hard drive.
  23. You shall not (i) transmit to Vidyard or upload to this Services any Harmful Code or use or (ii) misappropriate the data on this Services for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses”, “worms”, “trojan horses”, “time bombs”, “time locks”, “drop dead devices”, “traps”, “access codes”, “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (A) exceeding a number of copies, (B) exceeding a number of users, (C) passage of a period of time, (D) advancement to a particular date or other numeral, or (E) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
  24. You may not use your username and password for any unauthorized purpose.
  25. As between the parties, Vidyard owns and shall continue to own all right, title and interest in and to all performance and usage data generated through your use of the Services, Services or Software, including any aggregated and statistical information or analyses created and developed by Vidyard from such data (collectively, “Usage Data”). In addition, Vidyard may disclosure such Usage Data without restriction provided that it is de-identified so that you cannot be identified as the source within the Usage Data.
  26. Vidyard may terminate your access to our Services for any reason at any time. The provisions that by their nature are designed to survive termination or expiration of the Agreement shall survive termination or expiration of the Agreement or your access to our Services.
  27. By using the Services, you agree to comply with all applicable laws and regulations, including but not limited to, privacy laws, copyright laws and other laws regarding intellectual property. If you do not agree to these terms of use, please do not use the Services. THE AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE DOMESTIC LAWS OF THE PROVINCE OF ONTARIO WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.
  28. The materials on this Services are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Vidyard’s proprietary rights in them.
  29. THE MATERIALS, THE CONTENT ON THE SITE AND THE SERVICES ARE PROVIDED “AS IS”, AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VIDYARD SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, MATERIALS POSTED ON THE SITE OR SERVICES. VIDYARD MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICES. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, VIDYARD DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VIDYARD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICES (DOS) ATTACKS.
  30. TO THE EXTENT NOT PROHIBITED BY 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 OR ITS THIRD PARTY SUB-LICENSORS BE LIABLE FOR ANY DIRECT, 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, THE MATERIALS ON THIS SITE OR THE SERVICES, EVEN IF VIDYARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOU HEREBY VOLUNTARILY RELEASE, FOREVER DISCHARGE, AND AGREE TO INDEMNIFY AND HOLD HARMLESS BUILDSCALE, INC. AND TO WAIVE ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION, THAT YOU HAVE OR MAY HAVE IN THE FUTURE AGAINST BUILDSCALE, INC., AND TO RELEASE BUILDSCALE, INC. FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE OR INJURY THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES DUE TO ANY CAUSE WHATSOEVER,

    INCLUDING NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE. VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $100, EVEN IF VIDYARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF YOUR USE OF MATERIALS FROM THIS SITE OR THE SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  31. With respect to the App only, the following terms shall apply:
    1. The Agreement is conducted between you Vidyard, and not with Apple Inc. nor its related entitles as described in the Apple Store Terms (“Apple”).
    2. You are granted a limited, non-transferable license to access and use the App on any Apple-branded products that you own or control as permitted by the Usage Rules defined in the Apple App Store Terms of Services. Notwithstanding the foregoing, the App may be accessed and used by other accounts associated with yours via Family Sharing or volume purchasing.
    3. In using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    4. You may not use the App to facilitate illegal file sharing; you shall not save, convert, stream, or download media from third party sources (e.g. Apple Music, YouTube, SoundCloud, Vimeo, etc.) without explicit authorization from those sources the rights holders that possess the intellectual property rights associated with the relevant media. In the event that you do sa ve, convert, stream or download media, you must provide the necessary consents, agreements or other documentation to us or Apple upon request.
    5. Apple shall not be responsible in any form for the App or the content thereof.In the event of a third party claim that the App, or your possession and use of the App infringes a third party’s intellectual property rights, the terms of this Agreement shall apply and without limiting the foregoing, Apple will not be responsible for any investigation defense, settlement or discharge of any such intellectual property infringement claim.
    6. In the event that the disclaimer of warranty described in section 29 above is held invalid or unenforceable under applicable law, you may notify Apple of any App deficiency and Apple will refund the purchase price of the App (if applicable) to you; and with that, to the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be subject to the terms of this Agreement and Vidyard’s corresponding responsibility.
    7. The parties to this Agreement acknowledge that Apple shall not be responsible for addressing any of your claims or any third party claims relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks (if applicable).
    8. The parties to this Agreement acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the App. Vidyard will be responsible for the maintenance or support Services related to the App that are described herein or required under applicable law.
    9. The parties to this Agreement acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
    10. If any terms of this Agreement cause conflict with Apple’s Minimum Terms for Developer’s End User License Agreement or Apple Store Terms of Services (collectively, the “Apple Terms”), the Apple Terms will govern any such conflict.
  32. The Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. No failure or delay in enforcing any r ight or exercising any remedy under the Agreement will be deemed a waiver by Vidyard of any right or remedy. Each provision of the Agreement

    is a separately enforceable provision. If any provision of the Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for the Agreement to remain in effect in accordance with its terms as modified by such reformation. The Agreement may not be modified, supplemented, amended or interpreted by any trade usage or prior course of dealing unless specifically agreed upon in writing. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of the Agreement.

  33. Vidyard shall not be liable to you for any delay or failure of Vidyard to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Vidyard. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or delays by you in performing any requirements hereunder.
  34. By accessing and/or using the Services on the behalf of another legal entity, you consent on behalf of that legal entity to Vidyard publicly listing the name of that legal entity as a user of the Services and publicly displaying that legal entity’s standard logo for the purpose of Vidyard’s marketing and publicity.
  35. By accessing and/or using the Services for business purposes, you consent to us providing your use information to your employer and/or colleagues, identified by the email address used to register for your Account, for the purpose of marketing and promotion.
  36. 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 the Agreement, and you hereby consent to the jurisdiction of such courts.
  37. All notices regarding the Agreement and the Services will be deemed given one (1) business day after e-mail transmission from Vidyard to me, or two (2) business days after the date of posting.
  38. Should you start using any of Vidyard’s paid Services, additional terms and conditions will apply.
  39. Contact details for Vidyard are as follows: phone: 1 (800) 530-3878; email: support@www.vidyard.com