Product Specific Terms

Last modified: Jun 3, 2024

These Product Specific Terms supplement the Terms of Use or, if you or the organization you represent has subscribed to Vidyard’s Services, these terms supplement the Terms of Service or other written agreement between you or the organization you represent and Vidyard (each the “Agreement”). These Product Specific Terms apply to your access to or use of any of the products, services, or features described below (“Specialty Services”).

We sometimes update these Product Specific Terms by posting a revised copy atwww.vidyard.com/product-terms. Revisions to the Product Specific Terms will become effective when Vidyard posts an updated version. Your continued use of the Specialty Services after the date the updated Product Specific Terms are posted will be considered your and your organization’s acceptance of the updated terms.

Any capitalized terms used but not defined below have the meanings set out in the current Terms of Service published at: www.vidyard.com/terms/.

The Agreement and these Product Specific Terms make up the entire agreement between the parties regarding the use of the Specialty Services, and supersede all proposals and prior discussions and writings between the parties with respect thereto. These Product Specific Terms extend contract obligations of the parties. They do not limit or negate any right, obligation or restriction in the Agreement, except as specifically provided for in these Product Specific Terms with respect to the Specialty Services.

If there is a conflict between the Agreement and these Product Specific Terms, the parties agree these Product Specific Terms shall govern, but only with respect to the Specialty Services. These Product Specific Terms shall be governed by the laws applicable to the Agreement.

AI Services Terms

The AI Services Terms apply to your access to and use of these Services (the “AI Services”):

    (i) AI Avatars
    (ii) AI Script Generator

Vidyard may add to, remove or rename the Services forming the AI Services from time to time.

  1. Third Party Providers: The AI Services are powered by technology from third party technology providers (“AI Technology Providers”). By using the AI Services, you consent to the transfer of Customer Content you (and your Users) submit to the AI Services to the AI Technology Providers for processing in accordance with the Agreement, these AI Services Terms and any other applicable Product Specific Terms. Where such AI Technology Providers act as Subprocessors (as defined in the Data Processing Addendum available here: www.vidyard.com/DPA/), they will be listed at www.vidyard.com/subprocessors/.
  2. No Service Level Agreement; Access Limits: Any service level agreement or other uptime commitment in the Agreement does not apply to the AI Services. Vidyard and its AI Technology Providers reserve the right to temporarily limit access to the AI Services at any time or for any reason, including, without limitation, to address the volume of workloads processed by the AI Technology Providers.
  3. Customer Responsibilities: Customer is responsible for (i) informing its Users of all restrictions relevant to Customer’s and its Users’ use of the AI Services; and (ii) all acts or omissions of a User in their use of the AI Services, including (without limitation) any breach of Applicable Law.
  4. Generated Content:
      a. The AI Services have features and functionality that allow Customer and its Users to generate Content, including, without limitation, text, voice, and images (“Output”) using audio, video, images, instructions, information, materials, or other Content submitted to the AI Services by Customer or its Users (collectively, “Inputs”) or by using Vidyard Content. Customer is responsible for (i) all Inputs, including obtaining the necessary rights and permissions to use such Inputs; and (ii) the use, reproduction, distribution, display, and performance of any Outputs. Customer acknowledges that Outputs may not be accurate, complete, reliable, or otherwise fit for use (including from a legal and/or business perspective).
      b. Customer and its Users are not required to use any Outputs and should carefully review (and, if necessary, modify) all Outputs before using it for any purpose, to ensure compliance with the Agreement and Applicable Law. Due to the nature of the AI Services, Customer understands that Outputs provided to it and its Users may: (a) be similar to or the same as content that Vidyard generates on behalf of others; or (b) incorporate or reflect third-party content or materials.
      c. Notwithstanding anything to the contrary in the Agreement, as between Customer and Vidyard, Output is deemed to be Customer Content (also referenced as Posted Materials under the Terms of Use) for the purposes of these AI Services Terms.
  5. Consents: Notwithstanding anything to the contrary in these AI Services Terms or the Agreement, Customer is solely responsible for obtaining all necessary consents, licenses and waivers for any individuals appearing in Customer Content, including (without limitation) Users whose image, voice, likeness or biometric data appears in or is used to create the Outputs.
  6. Prohibited Content: Customer is responsible for ensuring that neither it nor its Users will upload Content or use the AI Services to generate any prohibited Content including, without limitation, Content that: (i) is pornographic, sexually explicit or offensive or has nudity or a link to an adult website; (ii) contains graphic or gratuitous violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “Spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) is or promotes information that Customer, or its Users, knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; or (x) violates or tries to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or third-party. Vidyard reserves the right to investigate and take appropriate action against anyone who, in Vidyard’s sole discretion, violates these provisions including removing the offending Content without prior notice, terminating or suspending Customer’s (or its User’s) account or access to the Services and/or reporting such Content or activities to law enforcement authorities.
  7. No Representations or Warranties: THE AI SERVICES ARE PROVIDED “AS IS”, AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. UNLESS SPECIFICALLY SET FORTH IN A SALES ORDER, VIDYARD MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE AI SERVICES. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, VIDYARD DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, REGARDING THE AI SERVICES AND THE OUTPUT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE AI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
  8. Indemnity: IN ADDITION TO ANY INDEMNITY PROVIDED FOR IN THE AGREEMENT, CUSTOMER AGREES 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 ANY DISPUTE BETWEEN CUSTOMER AND ANY USER OR THIRD PARTY REGARDING THE OWNERSHIP, OR PERMISSIBLE USE, OF OUTPUTS.
  9. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY, EXCLUSIONS OF LIABILITY AND LIMITATIONS OF LIABILITY CONTAINED IN THE AGREEMENT APPLY TO THE AI SERVICES FOR THE BENEFIT OF THE VIDYARD INDEMNITEES UNDER THE AGREEMENT AND THE AI TECHNOLOGY PARTNERS.

AI Script Generator Terms

Customer’s (and its Users’) access to and use of AI Script Generator is subject to the AI Services Terms above and these additional terms:

  1. OpenAI: AI Script Generator is powered by technology from OpenAI, LLC. You may not use AI Script Generator in a way that violates any OpenAI policies, which you can review directly at https://openai.com/policies. We do not share your account profile information or your information relating to the use of other Services with OpenAI, LLC.
  2. AI Model Training: Vidyard uses the OpenAI “API Platform” as part of AI Script Generator. As of the date of these Product Specific Terms, OpenAI states that data submitted to the API Platform is not used to train its models. Additional information is available at https://openai.com/enterprise-privacy.

AI Avatars Terms

Customer’s use of AI Avatars is subject to the AI Services Terms above and these additional terms:

  1. Definitions.

    “AI Avatars” means the Service that Customers and their Users may use to create Avatar Videos.

    “Avatar Video” means the digital audio-video Generated Content created by a User using AI Avatars.

    “Custom Avatar” means a Vidyard Avatar created by a User based on a Training Video provided by that User.

    “Stock Avatar” means a non-customized Vidyard Avatar that Vidyard makes generally available to users of AI Avatars.

    “Training Video” means audio-visual Content submitted by a User to AI Avatars for the purpose of creating a Custom Avatar. The Training Video is Customer Content and is an Input (as defined in the AI Services Terms).

    “Vidyard Avatar” means a unique set of instructions and inputs that are reduced to computer code or other data and used with AI Avatars to create digital audio-video content representing a person. A Vidyard Avatar is distinct from the resulting Avatar Video created using the Vidyard Avatar. Notwithstanding anything in the Agreement to the contrary, Vidyard Avatars are owned by Vidyard and deemed to be Vidyard Content.

  2. Assigning Subscriptions: Vidyard offers a paid version of AI Avatars made available as an add-on subscription to certain Vidyard Services. Customer is responsible for assigning paid AI Avatars add-on subscriptions to its Users’ accounts. Customer may re-assign AI Avatars add-on subscriptions to different Users within its account, provided that any re-assignment of an AI Avatars add-on subscription is not made to circumvent any usage limits applicable to AI Avatars.
  3. Use of Custom Avatars: A Custom Avatar is personal to the User who submitted the Training Video and represents the User’s image, voice and likeness. To create a Custom Avatar, a User who submits a Training Video must provide consents which permit Vidyard to (i) create the Custom Avatar using the User’s Training Video; and (ii) create Avatar Videos using the Custom Avatar when instructed by the User through the Vidyard Platform. Only the User who created the Custom Avatar may use the Custom Avatar to generate digital audio-video content through the Vidyard Platform. If an individual is no longer a User or an AI Avatars add-on subscription is removed from such User’s account, the Custom Avatar will no longer be available and may be deleted by Vidyard even if the Customer remains subscribed to the Services. Customer is prohibited from providing any person access to a Custom Avatar for a User other than the User who created the Custom Avatar.
  4. Exclusions: For clarity, Customer’s obligations to obtain necessary consents or waivers do not apply to the image, voice and likeness generated from Stock Avatars.