Product Specific Terms

Last modified: April 11, 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.

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/.
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.
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.
Generated Content:
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.
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.
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.
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.
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:

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.
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:

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.
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.
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.
Custom Avatar Usage Limits: In addition to any usage limits that apply generally to AI Avatars or to the Customer’s account, there is a strict limit to the creation of Custom Avatars. Each User that is assigned an AI Avatars add-on subscription is permitted to create up to three Custom Avatars for the entire duration of their AI Avatars usage. This limit applies even if a User deletes a previously created Custom Avatar, and does not reset upon a renewal of the AI Avatars add-on subscription.
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.

Vidyard Prospector Terms

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

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.
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.
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.
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.
Third Party Terms: Vidyard sources Contact Data from third-party data sources, including but not limited to, 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.
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.
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.
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.
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.
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.
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.
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.
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, OPENAI, 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 (FREE ACCOUNTS), 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 (PAID ACCOUNTS), 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.