Vidyard End User License Agreement

END USER LICENSE AGREEMENT VERSION: 2018/09/21

Please read this End-User License Agreement (“EULA“) carefully before using the Vidyard services including the Vidyard Platform and any other services, plans, features, products, content, applications, software, maintenance and training offered by Vidyard from time to time (collectively the “Services”). This EULA is a contract between you, the individual requesting use of the products, materials and/or services described below (the “Licensee”, “You” and “Your”) and Buildscale, Inc. dba Vidyard (“Licensor,” “Vidyard,” “us,” “we,” and “our”) and governs your access and use of the Services. The license granted hereunder is conditioned upon your acceptance of the terms set forth herein.

IMPORTANT NOTICE:

This EULA is a legally binding agreement between you and the Licensor, Vidyard. You understand and acknowledge that the Vidyard would not have entered into this agreement with you, without your agreement to be fully bound by the terms and conditions of this EULA.

This EULA contains disclaimers of warranties and limitations of liability. These provisions are an essential part of Vidyard’s bargain with you.

By using the Services, you are:

electronically signing this EULA and such electronic signature has the same legal force and effect as a handwritten signature;
agreeing to be bound by the terms and conditions of this EULA; and
representing and warranting that you have the capacity to enter into a legal agreement under Applicable Law. If you lack the capacity to enter into a legal agreement under Applicable Law, you may not use the Services unless a parent or legal guardian agrees and consents to be bound by the Agreement on your behalf. By permitting a person who lacks capacity to utilize the Services, knowingly or unknowingly, the parent or legal guardian is hereby bound by the Agreement..

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you may not use the Services.

We may, at our sole discretion, make changes to the Agreement. When Vidyard makes material changes to the Agreement, we will provide you with prominent notice, as appropriate under the circumstances, which can include displaying a notice within the Services, as defined below, or by sending you a notice by email. Your continued use of the Services after any changes have been made will constitute your acceptance of the changes. If you do not wish to accept any changes to the Agreement, you may terminate the Agreement by contacting us through the Vidyard Support contact form and/or immediately ceasing to use the Services.

If you do not agree to any terms of this Agreement, do not use the Services.

GENERAL
1. TERMS OF SERVICE. Subject to the limitations and restrictions of this EULA, Licensor grants you a revocable, non-exclusive, non-transferable, without the right to sublicense, limited license to use the Services.
2. ACCEPTANCE. By using or visiting the Services, you accept and agree to be bound by (1) this EULA and (2) our Privacy Policy, found at www.vidyard.com/privacy-policy/ (the “Privacy Policy”) which is incorporated herein by reference (collectively referred to as the “EULA”). This EULA constitutes a binding agreement between you, the Licensee, and Vidyard, the Licensor. This EULA represents the parties’ entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice or other non-Licensor document. No other terms or conditions of any purchase order, invoice or other non-Vidyard ordering document shall apply to the Services, unless agreed to in writing by both parties.
VIDYARD CONTENT AND LICENSE
1. VIDYARD CONTENT. The Services contain Content, Documentation, and Software owned by Vidyard, its suppliers or licensors (“Vidyard Content”). Vidyard, its suppliers and/or licensors own and retain all rights, including all intellectual property rights, in and to the Services and the Vidyard Content.
2. OWNERSHIP AND LICENSE. The Services and Vidyard Content are licensed and not sold to you. All rights not expressly granted to you in this EULA are reserved and retained by Vidyard. We grant you a limited, revocable, non-sublicensable license to reproduce and display the Vidyard Content (excluding software code) in connection with using the Services during the Subscription Term. Except as contemplated by this EULA and the Documentation, no Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our written consent. You may use the Services only as permitted by Applicable Law. The licences granted by Vidyard, the Licensor, may be terminated immediately without notice if you breach this EULA.
3. RESTRICTIONS. You, the Licensee, shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services or Vidyard Content or make any of them available to any third parties; (ii) create derivative
  works based on, build upon, or otherwise modify the Services or Vidyard Content without express written consent from Vidyard; (iii) disassemble, reverse engineer or decompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Services or Vidyard Content in order to develop a competing product or service; (v) use the Services or Vidyard Content to provide a service for others that is not contemplated by this EULA or the Documentation; (vi) remove or modify a copyright or other proprietary rights notice on or in the Services or Vidyard Content; (vii) violate any Applicable Law; (viii) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services; (ix) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (x) intentionally cause a computer to malfunction, regardless of how long the malfunction persists; or (xi) alter, disable, or erase any computer data, computer programs or computer software without authorization.
4. POSSIBLE INFRINGEMENT. If we believe the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then we may, in our sole discretion: (i) obtain the right for you (at our expense) to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Services so that they no longer infringe, or
  (iv) suspend or terminate your use of the affected Services
5. FEEDBACK. You grant to Vidyard a worldwide, perpetual, irrevocable, royalty-free, permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback you provide.
6. MODIFICATIONS. We are entitled to modify or update the Services from time to time in order to adapt it technically, to change menu guidances or layouts or to expand or limit functionality.
LICENSEE CONTENT
1. LICENSEE CONTENT. As a Vidyard Account Holder, you and/or your Users may submit and publish Licensee Content on the Vidyard Platform (“Licensee Content”). Licensee Content is the Content that you upload to the Services. Vidyard and the Services are passive conduits of the Licensee Content. You are exclusively responsible for all Licensee Content and the consequences of submitting and publishing your Content on the Services. We do not verify the accuracy, quality, content or legality of Licensee Content. We may, but are under no obligation to, monitor, view, or analyze any Licensee Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws. Vidyard will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Licensee Content.
2. RESPONSIBILITY TO OBTAIN IP CONSENTS. You are responsible for obtaining all necessary consents, licenses and waivers required to create, record, submit, publish and use Licensee Content in connection with the Services. This may include, but is not limited to, consents, licenses and waivers from: (i) copyright owners, artists, actors, directors, performers, writers, producers or any other individuals appearing in Licensee Content; (ii) public performance rights collection organizations (e.g., SOCAN, ASCAP, BMI or SESAC); and (iii) the owners of musical compositions and sound recordings embodied in the Licensee Content. In addition, you are responsible to pay all applicable royalties, fees and other amounts owing to any Person in connection with the use of any Licensee Content including payments to any labor unions, guilds and public performance rights collection organizations.
3. OWNERSHIP AND LICENSE. As between you and us, you retain all rights of ownership in the Licensee Content. By uploading, displaying or publishing your Content to the Services, you grant us a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, reproduce, distribute, display, personalize, and reformat your Content for the sole purpose of providing the Services. This license allows us to: (i) deliver Licensee Content in accordance with the preferences set by you utilizing the Vidyard Platform; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Licensee Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, distribute, promote, copy, store, and/or reproduce (in any form) Licensee Content on or through the Services; and (iv) utilize Licensee Content to test Vidyard’s internal technologies and processes. You also grant us, and allow us to grant each Viewer or other user of the Services, a non-exclusive license to view Licensee Content through the Services. We reserve the right to retain (but not display, distribute or publish) server copies of Licensee Content that have been removed or deleted from the Services for fifteen (15) days. We also reserve the right to copy, use, modify and publish a copy of any personalized videos that you may create on our website for marketing and promoting our personalized video technology.
4. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the Licensee Content; (ii) the uploading of Licensee Content on the Services and the licenses granted to Vidyard under this EULA do not and will not violate the rights of any Person; and (iii) no payments of any kind shall be due by Vidyard to any organization for the use or distribution of Licensee Content.
5. PROHIBITED CONTENT. You agree that you will not upload or 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; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, 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) constitutes or promotes information that Licensee 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 attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any Person. We reserve the right to investigate and take appropriate action against anyone who,
  in our sole discretion, violates these provisions including removing the offending Content without prior notice, terminating or suspending Licensee’s Account or access to the Services and/or reporting such Content or activities to law enforcement authorities.
6. CONTENT PRESERVATION AND DISCLOSURE. We may preserve and store Licensee Content and/or disclose Licensee Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) comply with this EULA; (iii) respond to claims that any Licensee Content violates the rights of any Person; or (iv) protect the rights, property, or personal safety of Vidyard, Viewers and/or the public.
LICENSEE DATA AND VIEWER DATA
1. LICENSEE DATA. The Licensee Data is property of Licensee and all rights not granted to Licensor hereunder shall remain with Licensee. Licensee grants to Vidyard a limited, personal, non-sublicensable, non-exclusive, non-transferable, worldwide right to use Licensee Data until the end of the Term in accordance with the terms and conditions of this EULA. You represent and warrant to Vidyard that the collection and use of the Licensee Data through the Services is and will continue to be in compliance with Applicable Laws.
2. ANALYTICS CODE. The Services contains software to track, capture and aggregate Viewer Data (the “Analytics Code”). Vidyard owns all rights in the Analytics Code. Nothing in this EULA shall be deemed an assignment or transfer of Vidyard’s ownership rights in the Analytics Code to Licensee. Through such Analytics Code, Vidyard may collect information about Licensee and Licensee’s Viewers in order to provide the Services, prepare and analyze statistics, produce reports and improve and customize Services.
3. VIEWER DATA. You own all Viewer Data. Vidyard has the right to use the Viewer Data in accordance with and subject to the terms of this EULA. You grant to Vidyard a worldwide, non-exclusive, perpetual, royalty-free license to: (i) collect and analyze information about you and your Viewers; (ii) generate statistics and produce reports for you based on such information; and
  (iii) make recommendations for improving and customizing Services according to Viewer’s preferences, statistics and usage activities. Except as set out in this EULA, Vidyard will not share any of the Viewer Data with any third parties without your consent and shall take all reasonably appropriate confidentiality and security measures to protect such Viewer Data.
4. RESPONSIBILITY TO OBTAIN CONSENTS. You acknowledge, agree and warrant that you will obtain all necessary rights, releases and consents (collectively “Privacy Consents”) from Viewers and other third parties to allow Licensee Data and Viewer Data to be collected, used and disclosed in the manner contemplated by this EULA and to grant Vidyard the rights set out in this EULA. Vidyard relies exclusively on you to obtain all Privacy Consents from, and provide all required disclosures to, Viewers as required under Applicable Law.
5. STATISTICAL INFORMATION. Vidyard may monitor you and your Viewers’ use of the Services and the Vidyard Platform and compile Viewer Data with other data in an aggregate and anonymous manner to derive statistical and performance information (“Statistical Information”). Vidyard uses Statistical Information to produce reports and improve and customize the Vidyard Services. Vidyard may make such information publicly available, provided that such Statistical Information: (i) is not able to be de- anonymized; (ii) does not include any data that would enable the identification of you, a User, or a Viewer; or (iii) would not constitute the disclosure of Confidential Information. Vidyard retains all rights, title and interest in and to such Statistical Information.
SECURITY
SECURITY. Vidyard shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Licensee Data in accordance with the Licensor security standards.
SUBCONTRACTORS
1. We may use third party subcontractors to provide limited parts of the Services from time to time, including data storage and processing and content delivery (“Subcontractors“). You consent to us subcontracting these services to the Subcontractors, provided that Vidyard shall ensure that these Subcontractors comply with the terms of this EULA applicable to Vidyard.
THIRD PARTY SERVICES
1. NON-LICENSOR SERVICES. You may choose to integrate, connect, or otherwise use Vidyard Services with other services not provided by Vidyard (“Non-Vidyard Services“) and in doing so grants Vidyard permission to interoperate with the Non-Vidyard Services and share Licensee Data and Licensee Content with the Non-Licensor Services as directed by you or the Non- Vidyard Services. If you use Non-Licensor Services: (a) Vidyard does not warrant or support Non-Vidyard Services, (b) as between Vidyard and you, you assume all responsibility for the Non-Vidyard Services and any disclosure, modification or deletion of Licensee Data by the Non-Vidyard Services and (c) Vidyard shall have no liability for, and you are not relieved of any obligations under the EULA or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Vidyard Services or any change in the ability of Vidyard to interoperate with the Non-Vidyard Services.
2. NON-LICENSOR SERVICES WARRANTY. You warrant that if you use the Services to upload or make public Licensee Content to third-party services, including but not limited to YouTube, that such Licensee Content shall comply with the third- party terms of use (for example YouTube’s Terms of Service) in effect and as updated from time to time.
WARRANTY
1. MAINTENANCE AND REPAIRS. Vidyard uses commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. Vidyard will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
2. DISCLAIMER OF WARRANTIES. 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 OR MATERIALS POSTED ON THE 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, NON-INFRINGEMENT 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 ATTACKS.
INDEMNIFICATION
1. LICENSEE INDEMNIFICATION. You shall indemnify, defend and hold harmless Vidyard from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Vidyard or its affiliates regarding: (i) Licensee Content, Licensee Data or Viewer Data; and/or (ii) Licensee’s use of the Services in violation of this EULA or Applicable Law.
2. PROCESS. Vidyard will notify you of a claim and cooperate with you in defending the claim. You will have full control and authority over the defense of the claim, except that: (i) any settlement requiring Vidyard to admit liability requires prior written consent from Vidyard, not to be unreasonably withheld or delayed; and (ii) Vidyard may join the defense with its own counsel at its expense.
LIMITATIONS OF LIABILITY AND DAMAGES
1. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, OR ANY OTHER THEORY OF LIABILITY, 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, 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 VIDYARD AND TO WAIVE ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION, THAT YOU HAVE OR MAY HAVE IN THE FUTURE AGAINST VIDYARD, AND TO RELEASE VIDYARD 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, OR ANY OTHER THEORY OF LIABILITY. VIDYARD’S AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $100.00 (USD), 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 THE SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
PRIVACY AND CONFIDENTIAL INFORMATION
1. PRIVACY POLICY. Vidyard’s collection and use of your information and information regarding Viewers is governed by our Privacy Policy. You understand that through your use of the Services, you consent to the collection and use of this information, including the transfer of this information to Canada and/or other countries for storage, processing and use by us. As part of providing you the Services we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.
2. CONFIDENTIAL INFORMATION. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of Services, Licensee Data and your Vidyard ID. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this EULA) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the
  termination of this EULA or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is deemed non-confidential by law, Receiving Party may disclose Confidential Information where disclosure is required by a court of competent jurisdiction or other governmental authority, provided, however, that the Receiving Party provides prior written notice to the other of any such order, to the extent permitted by Applicable Law, and limits disclosure to the scope of such order. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party.
TERM AND TERMINATION
1. TERM. This EULA shall commence on the date you sign up for the Services and shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Vidyard may terminate or suspend your access to the Services at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your Account. Vidyard may also terminate or suspend the Services immediately, without prior notice or liability if you breach any of the terms or conditions of this EULA. Upon termination of your Account, your right to use the Services will immediately cease.
2. SURVIVAL. All provisions of this EULA which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
GENERAL PROVISIONS
1. DEFINITIONS. Capitalized terms used in this EULA, and not otherwise defined in this EULA, shall have the following meanings:
  1. “Account” means the Vidyard account, which includes a username and password, used by Licensee to access and use the Service and includes a Licensee Demo Account;
  2. “Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used;
  3. “Content” means any and all content, data and other materials including, without limitation, videos, music, sounds, images, live streams, documentation, reports, materials, files, text, images, logos, artwork, graphics, pictures, advertisements, works, works of authorship or any other intellectual property contained in any such materials;
  4. “Licensee Data” means non-anonymized electronic data pertaining to Licensee, the Users and the Viewers that is collected and/or processed using the Services, including personal information, login credentials, and other information that relates to such parties’ use of the Services;
  5. “Demo Account” means a temporary account provided to Licensee by Licensor that permits a potential Licensee to use the Services on a trial basis for a limited time period, free of charge;
  6. “Documentation” means documentation relating to the operation and use of the Services that are provided by Vidyard to Licensee under this EULA, as updated by Vidyard from time to time;
  7. “Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
  8. “Software” means software products used in connection with the Services, like an embed code for Vidyard’s embedded video player, and may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable;
  9. “Users” means Licensee’s employees, representatives, consultants, contractors or agents who are authorized to use the Services for Licensee’s benefit and have unique user identifications and passwords for the Services;
  10. “Vidyard Platform” means the code, technology and servers used in the operation and provision of the Services and includes the Documentation and Software;
  11. “Viewers” means viewers that use or view the Licensee Content;
  12. “Viewer Data” means the electronic data concerning the characteristics and activities of Viewers (including personal information of such Viewers) collected and analyzed by the Services relating to such Viewers use or viewing of the Licensee Content.
2. ASSIGNMENT. You may not assign this EULA, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. We may assign this EULA, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition or consolidation involving Vidyard.
3. CONFLICT. In the event of any conflict between this EULA and any other document, including but not limited to a sales order, the terms of this EULA shall govern.
4. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon; (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a Claim.
5. MARKETING. By accessing and/or using the Services, you consent to us: (i) sending you commercial messages containing marketing and promotional content; and (ii) providing your use information to your employer and/or colleagues (as identified by the email address used to register for your Account),for the purpose of marketing and promotion, if your use of the Services is for business purposes.
6. PUBLICITY. 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 use during the Subscription Term. and publicity.
7. FORCE MAJEURE. Neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labour disputes, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or a portion of it.
8. WAIVER. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given.
9. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this EULA shall be construed to create a partnership, joint venture or agency relationship.
10. GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This EULA shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding arising from or relating to this EULA may only be brought in the courts located in Kitchener, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this EULA or the transactions contemplated by this EULA. No cause of action arising hereunder or relating hereto may be brought more than two (2) years after it first accrues.

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