Vidyard Self-Serve Terms of Service

Last updated: November 28, 2025

 

Please read these Self-Serve Terms of Service (the “Self-Serve Terms”) carefully. By creating an Account (as defined below) or by purchasing services offered by Buildscale, Inc. dba Vidyard (“Vidyard,” “we,” “us,” or “our”) through our website or mobile application, you (the “Customer,” “you,” and “your”) acknowledge and confirm that you have read, understood, and agree to be bound by these Self-Serve Terms. If you do not agree to these Self-Serve Terms, you must not access or use our services.

These Self-Serve Terms incorporate the following additional terms and policies: (a) our Privacy Policy; (b) our Data Processing Addendum(“DPA”); where applicable (c) ourProduct Specific Terms; and (d) as applicable, our Content Sharing Policy(collectively, with the Self-Serve Terms, the “Agreement”).

When subscribing to our services through our website or mobile application, we offer a free plan made available at no charge, which may be subject to certain usage limits, restrictions, or reduced functionality, as determined by Vidyard in its sole discretion (the “Free Plan”), and a paid plan that provides access to additional features or functionality based on your selected subscription plan (the, “Paid Plan”, together with the Free Plan, the “Self-Serve Services”).

The Services are intended solely for business use. Personal, consumer, or household use of the Self-Serve Services is not permitted. By accessing or using the Self-Serve Services, you agree that you: (a) are at least 18 years old or the age of majority in your jurisdiction, whichever is greater; and (b) will use the Self-Serve Services solely for business purposes. If you are using or subscribing to the Self-Serve Services on behalf of a company, organization, or other legal entity (for example, your employer), you: (i) represent and warrant that you are authorized to accept the Agreement and bind that entity to its terms; (ii) acknowledge that all references to “Customer” “you” or “your” in this Agreement refer to that entity (and not to you personally); and (iii) understand that Vidyard may, at its discretion, require additional information or verification to confirm your identity or your affiliation with that entity before or during your use of the Self-Serve Services.

Important Notice on Automatic Renewal: If you subscribe to a Paid Plan, your subscription will automatically renew at the end of each billing period unless canceled prior to renewal. Please review Section 3 below for details on automatic renewal, billing, and cancellation procedures.

 

Vidyard may, from time to time at its sole discretion, make changes to the Agreement as set out in Section 14.7 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: /self-serve-terms. If we make a change to the Agreement that, in our sole discretion, constitutes a material change to the Agreement, we will provide you with advance notice as appropriate under the circumstances, which may include displaying a notice within the Self-Serve Services or sending an email to the contact information associated with your Account. Unless otherwise specified in the notice, the revised Agreement will become effective on the date they are posted. Your continued use of the Services after the effective date constitutes your agreement to be bound by the revised Agreement. When we change this Agreement, we will update the “Last Updated” date above.

PLEASE READ CAREFULLY:SECTION 14.9 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND VIDYARD, INCLUDING, AMONG OTHER THINGS, AN AGREEMENT TO INDIVIDUALLY ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT CERTAIN DISPUTES BETWEEN YOU AND VIDYARD BE RESOLVED BY BINDING AND FINAL ARBITRATION UNLESS YOU OPT OUT IN ACCORDANCEW ITH SECTION 14.9 WITHIN 30 DAYS OF THE CREATION OF YOUR ACCOUNT OR THE DATE OF THESE TERMS WHICHEVER IS LATER.SECTION 14.9 ALSO CONTAINS CLASS ACTION AND JURY TRIAL WAIVERS. PLEASE READ SECTION 14.9 CAREFULLY. BY SUBSCRIBING, ENGAGING WITH, OR OTHERWISE USING THE SELF-SERVE SERVICES, YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND VIDYARD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AND WAIVE ANY RIGHT TO A TRIAL BY JURY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY CEASE USE OF ANY SELF-SERVE SERVICES.

1. DEFINITIONS. Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, will have the following meanings:

1.1 “Affiliate”means, solely with respect to Vidyard, any entity that directly or indirectly controls, is controlled by, or is under common control with Vidyard, as well as any joint venture in which Vidyard participates, whether or not Vidyard holds a controlling interest. For purposes of this definition, ‘control’ means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “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 or entity referred to in the context in which such word is used;

1.3 “Content” means any and all content, data and materials including, without limitation, videos, audio, music, sounds, images, live streams, reports, files, text, images, logos, artwork, graphics, advertisements, works of authorship or any other materials or intellectual property contained therein;

1.4 “Customer Content” means any Content you upload, generate, publish, or otherwise make available to, on or through the Self-Serve Services.

1.5 “Documentation” means Vidyard’s user guides, technical materials, and other knowledge base resources relating to the Self-Serve Services, made available by Vidyard to the Customer electronically at https://knowledge.vidyard.com/hc/en-usor such other URL as Vidyard may designate from time to time.

1.6 “Operational Uses” means any activity reasonably necessary to operate the Self-Serve Services for your benefit, including reproducing, storing, caching, encoding, or copying Customer Content; distributing or sharing Customer Content at your direction; creating derivative works such as thumbnails, previews, or reformatted versions; displaying or performing Customer Content publicly through the Self-Serve Services;personalizing Customer Content for delivery; and sublicensing these activities to third parties.

1.7 “Share” or “Sharing” means any disclosure, transfer, license, sale, or monetization of, or other provision of access to, Customer Content (including related data and metadata) to any third party or Affiliate.

1.8 “Software” means the software products and code used in connection with the Self-Serve Services, including, without limitation, any embed code for Vidyard’s video player and any software components to track, capture or aggregate information about Viewers. The Software may include code licensed under third-party license agreements, including open-source licenses, made available or provided with the Software, as applicable.

1.9 “Subscription Term” means, for Paid Plans, the period selected by you at the time of purchase through Vidyard’s online signup process, and for Free Plans, the period during which Vidyard makes such Self-Serve Services available to you, unless earlier terminated in accordance with this Agreement.

1.10 “User” means your employees, representatives, consultants, contractors or agents who you permit to join your Paid Plan;

1.11 “Viewer” means viewers that use or view Customer Content.

2. ACCESS AND USE OF SELF-SERVE SERVICES

2.1 VIDYARD ACCOUNT. To access and use the Self-Serve Services, you must register and maintain an account with us (an “Account”). If you have subscribed to a Paid Plan, you may purchase seats to assign to Users. Each seat may only be occupied by a single User at a time. You are responsible for all activities that occur in connection with your use of the Self-Serve Services, including, if applicable, the activities, actions, and omissions of any Users within your Paid Plan. If you become aware of or suspect any unauthorized access to, or use of, your Account, you must notify us immediately in writing atsecurity@vidyard.com. You are responsible for keeping your Account details, including your contact and email information, accurate and current so that we can communicate with you as needed. You are also responsible for all necessary hardware, software, internet connections, and any third-party services required to connect to, access, and use the Self-Serve Services.

2.2 CORPORATE EMAIL DOMAINS. If you register for an Account using a corporate email domain, you acknowledge and agree that the entity which owns or controls such domain (the “Domain Owner”) may assert ownership or administrative control over the Account and any Users and Content within such Account. Vidyard will provide reasonable notice before granting the Domain Owner access to or control over an Account, except where legal, security, or technical constraints prevent such notice. Vidyard will not be responsible for any resulting access, use, disclosure, modification, or deletion of Content by the Domain Owner or its authorized representatives.

2.3 PROVISION OF ACCESS: Subject to the terms and conditions of this Agreement (including Documentation) and during the applicable Subscription Term, Vidyard grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable:

2.3.a right to access and use the Self-Serve Services in accordance with your subscription plan; and

2.3.b license to use the Documentation and the Software (in object code format on a compatible device), solely for the purpose of accessing and using the Self-Serve Services.

2.4 OWNERSHIP. You acknowledge and agree that, notwithstanding anything to the contrary herein, the Self-Serve Services are provided on a subscription basis and the Software and Documentation are made available to you under a limited license, and neither is sold to you. All rights, title, and interest in and to the Self-Serve Services, Software, and Documentation (including all intellectual property rights therein), are and will remain the exclusive property of Vidyard and its licensors. You receive only the limited rights and licenses expressly granted under this Agreement, and no other rights or licenses are conveyed. The Software may include third-party or open-source components subject to separate license terms. To the extent required by such licenses, those terms will apply to your use of the applicable components in place of this Agreement, and Vidyard makes no representations or warranties with respect to such components. Nothing in this Agreement grants you any right, title, or interest in or to the intellectual property of any third party providing such components. Vidyard reserves all rights not expressly granted under this Agreement.

 

2.5 CUSTOMER OBLIGATIONS AND LIMITATIONS.

2.5.a RESTRICTIONS. You will not (and will not permit any third parties to): (i) License, sell, transfer, distribute, share, rent, lease, reproduce or otherwise commercially exploit the Self-Serve Services, Software or Documentation to third parties; (ii) alter, create derivative works from, reverse engineer, decompile, or disassemble the Self-Serve Services, Software or Documentation; (iii) access or use the Self-Serve Services in order to develop a competing product or service; (iv) use the Self-Serve Services to provide a service for others that is not contemplated by this Agreement or the Documentation; (v) remove or alter any copyright or other proprietary rights notice on or in the Self-Serve Services, Software or Documentation; (vi) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Self-Serve Services, Software or other Vidyard systems, or attempt to circumvent any usage or feature limitations or restrictions; (vii) include, upload to, send, store or run viruses, malware or other harmful code, within or from the Self-Serve Services or Software or any Vidyard systems; (viii) intentionally damage or impair Vidyard systems or Software or any data within the Vidyard systems, or attempt to overload or use the Vidyard systems or Software in a way that could disable or impair their performance; (ix) use bots, scrapers or any similar tools (not provided by Vidyard) to access or extract data from the Vidyard systems or Software; (x) use any Customer Content created or generated through the AI Services (as defined in the Product Specific Terms) as part of a dataset that may be used for training, fine-tuning, developing, testing, or improving any machine learning or artificial intelligence technology; or (xi) access or use the Self-Serve Services, Software, or Documentation in any manner that violates Applicable Laws, or is fraudulent, abusive, harassing, misleading or deceptive.

2.5.b PROHIBITED CONTENT. You may not use the Self-Serve Services or Software to create, upload, store, display, transmit, or otherwise make available any Customer Content that: (i) is illegal, obscene, defamatory, pornographic, contains or depicts nudity, is sexually explicit or offensive, or includes links to adult websites; (ii) contains graphic, gratuitous, or excessive violence, or promotes or incites physical harm, hatred, racism, bigotry, or discrimination against any individual or group;(iii) encourages, glorifies, or provides instructions for illegal drug use or other illegal or criminal activities; (iv) is predatory, harassing, threatening, or intended to bully or intimidate any person; (v) constitutes or promotes information that you know or should reasonably know is false, misleading, or deceptive; (vi) constitutes, furthers, or promotes illegal or criminal activities, provides instructional information about such activities, or involves conduct that is abusive, threatening, obscene, defamatory, or libelous; (vii) violates or attempts to violate the privacy, publicity, copyright, trademark, contract, or other rights of any person or organization; (viii) includes or transmits any highly sensitive or regulated information such as Protected Health Information pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or equivalent laws, financial or payment card data subject to the Payment Card Industry Data Security Standard (PCI DSS), non-public personal information governed by the Gramm-Leach-Bliley Act (GLBA), or any other data that the Self-Serve Services are not designed or intended to process; or (ix) otherwise violates these Self-Serve Terms or any Applicable Laws.

2.5.c NON-COMPLIANCE. If we reasonably believe that you have violated Sections 2.5(a) or 2.5(b) of these Self-Serve Terms, we may, at our sole discretion and without notice: (i) determine whether Customer Content or your conduct violates these Self-Serve Terms; (ii) investigate and take legal action against violations, including removing Customer Content and reporting to authorities; and (iii) suspend, restrict, or terminate your Account or access to the Self-Serve Services.

2.5.d USAGE LIMITS. The Self-Serve Services may be subject to usage limits and technical restrictions established by Vidyard from time to time (“Usage Limits”). Usage Limits may include, without limitation, limits on the number of Users, videos, uploads, storage capacity, integrations, API calls, or other measurable parameters of the Self-Serve Services. Vidyard may modify or update the applicable Usage Limits from time to time to reflect product, technical, or business requirements.

2.5.e FAIR USE POLICY. With respect to any Self-Serve Services marketed, described or offered as “unlimited,” “unrestricted,”or similar terms, the following applies (the “Fair Use Policy”):

1. “Unlimited” services are subject to fair and reasonable use consistent with normal business operations. You agree to use unlimited Self-Serve Services in a manner that: (A) does not unreasonably burden our infrastructure or systems; (B) does not interfere with other customers’ use of the Self-Serve Services; and (C) is consistent with the intended business purpose of the Self-Serve Services.
2. We will provide notice if your usage appears to violate fair use principles, except in cases requiring immediate action to protect the availability of the Self-Serve Services.
3. We will not unreasonably restrict legitimate business use, and you agree not to abuse unlimited service offerings.
4. If we determine, in our sole discretion, that your usage violates this Fair Use Policy, we may: (A) provide you with written notice and a reasonable opportunity to reduce your usage; (B) temporarily throttle or limit your access to maintain service quality; (C) require you to upgrade to a higher service tier appropriate for your usage; or (D) suspend, restrict or terminate your Account or access to the Self-Serve Services for repeated or egregious violations.

2.6 ADDITIONAL TERMS. Your use of certain Self-Serve Services, or specific features or functions of the Self-Serve Services, may be subject to the Product Specific Terms. If you subscribe to or use any Self-Serve Services or features set forth in the Product Specific Terms, you agree to abide by the applicable terms therein.

2.7 BETA SERVICES. From time to time, Vidyard may offer access to certain features, services or functionality that are identified as “beta,” “pre-release” or any similar designation (collectively, “Beta Services”). The Beta Services are provided for the purpose of evaluation and feedback without any assurances of future availability or functionality. By opting to use the Beta Services, you acknowledge and agree that: (a) Beta Services may contain errors or inaccuracies and may not function as intended; (b) use of Beta Services is at your sole risk and discretion; (c) Vidyard is not obligated to provide support for the Beta Services; and (d) Vidyard has the right to modify, suspend, or discontinue the Beta Services at any time without notice. Notwithstanding any other provision of this Agreement, the Beta Services are provided “as is” without any warranties, and Vidyard disclaims all liability for any harm or damage arising from your use of the Beta Services. Beta Services may also be subject to additional terms and conditions made available to you at the time you opt-in to use them.

2.8 FEEDBACK. Vidyard welcomes any ideas, suggestions, or recommendations for improving or adding to the Self-Serve Services (“Feedback”). Any Feedback you provide is submitted voluntarily and without any obligation of confidentiality or expectation of compensation. By submitting Feedback, you waive any and all rights in such Feedback, including any moral rights (to the extent permitted by Applicable Law), and agree that Vidyard may use, modify, or incorporate the Feedback as it sees fit, without permission, notice, or payment to you. Nothing in this section requires Vidyard to use or act on any Feedback.

2.9 MODIFICATIONS. We may modify or update the Self-Serve Services, Software, or Documentation from time to time, including to improve functionality, enhance security, comply with applicable laws, or reflect changes in technology or business practices. Such modifications may include adjustments to features, user interfaces, or operational aspects of the Self-Serve Services, provided that they do not materially reduce the overall functionality of the Paid Plans. Vidyard will make updated versions of the Documentation available electronically, and such updates will be deemed part of the Documentation for all purposes under this Agreement. Vidyard also reserves the right to modify, suspend, or discontinue the Free Plan, or any part or feature thereof, at any time, with or without notice, and without any liability or obligation to you.

3. FEES AND PAYMENT

3.1 APPLICATION OF FEES. The provisions in this Section 3 (Fees and Payment) apply exclusively to Paid Plans. Free Plans are provided at no charge and are not subject to any fees, payment obligations, or billing terms. If you subscribe to a Paid Plan, the terms and conditions in this Section 3 will apply to your use of the Self-Serve Services from the date your subscription to the Paid Plan begins.

3.2 FEES. You agree to pay all fees specified during the online signup or checkout process for the applicable Paid Plan (“Fees”). ALL FEES ARE NON-CANCELLABLE AND NON-REFUNDABLE, except: (a) as expressly set out in this Agreement; or (b) as required by Applicable Laws. Fees are based on subscriptions purchased and not actual usage. FOR THE AVOIDANCE OF DOUBT, YOU ARE NOT ENTITLED TO ANY REFUND OR CREDIT FOR CANCELLED SUBSCRIPTIONS OR UNUSED SERVICES. Unless otherwise specified during the online signup process, all Fees will be collected using the payment method you provide at the time of purchase. You must maintain an active payment card with our third-party payment processing service during the Subscription Term. You authorize Vidyard to charge your payment method for all Fees, including renewals, upgrades, and any other charges incurred under your Account.

3.3 AUTOMATIC RENEWAL. Your subscription to a Paid Plan will AUTOMATICALLY RENEW on a monthly or annual basis (as applicable) on or about the monthly or yearly anniversary of the initial subscription date unless you cancel your Paid Plan prior to renewal by following the steps outlinedhere, or a successor URL. By subscribing to a Paid Plan, you authorize Vidyard to automatically charge your payment method for each renewal term at the then-current list price.

3.4 PAYMENT TERMS. All Fees are exclusive of taxes, levies or duties imposed by taxing authorities (collectively, “Taxes”), and you are responsible for payment of all such Taxes (other than taxes based on Vidyard’s income), even if not listed at checkout. All fees are payable in U.S. Dollars or in such other currency specified during checkout and without any set-off or deduction.

3.5 SUSPENSION RIGHTS. Vidyard may immediately suspend your access to the Self-Serve Services (in whole or in part) if: (a) the billing, contact or payment information you provide is fraudulent or invalid; (b) you fail to pay any Fees owed within five (5) business days of the payment due date; or (c) you breach Section 2.5 or any material provision of this Agreement. Any suspension under this section will not relieve you of your payment obligations. Vidyard will have no liability to you or to any third party for any suspension of the Services or any consequences arising from such suspension.

3.6 DOWNGRADE TO FREE PLAN. In the event of failure to pay any Fees, or if you otherwise leave or cancel a Paid Plan, Vidyard will convert your Paid Plan to a Free Plan, which may result in the loss of certain features, functionality, or stored Customer Content, and may limit your ability to access or use portions of the Self-Serve Services. Vidyard will have no liability to you or to any third party for any loss of access, data, or functionality resulting from a downgrade under this section.

3.7 FEE INCREASES. Vidyard may modify the subscription fees for Paid Tier Services from time to time. Any increase in subscription fees or other recurring charges will not take effect during your current Subscription Term and will be effective only at the start of the next renewal term. Vidyard will provide you with at least thirty (30) days’ advance written notice of any such increase.

4. CUSTOMER CONTENT AND LICENSE

4.1 CUSTOMER CONTENT. You are responsible for all Customer Content under your Account and, if applicable, your Paid Plan, including Customer Content submitted, generated, or published by your Users. Vidyard may, but is under no obligation to, monitor, review, analyze, or verify Customer Content. Vidyard is not responsible for the accuracy, quality, or legality of any Customer Content, or for preventing or identifying intellectual property infringement or other violations of Applicable Laws. Vidyard will not be liable, directly or indirectly, for any damage or loss arising from or related to Customer Content.

4.2 RIGHTS AND CONSENTS. You are responsible for obtaining all necessary consents, licenses and waivers required to create, record, submit, publish and use Customer Content as contemplated under this Agreement. These include, but are not limited to, consents, licenses and waivers from: (a) copyright owners, artists, actors, directors, performers, writers, producers or any other individuals appearing in Customer Content; (b) public performance rights collection organizations (e.g., SOCAN, ASCAP, BMI or SESAC); and (c) owners of musical compositions and sound recordings embodied in the Customer Content. You are also responsible for paying all applicable royalties, fees and other amounts owing to any person or entity in connection with the use of any Customer Content, including, but not limited to, payments to labor unions, guilds and public performance rights collection organizations.

4.3 OWNERSHIP AND LICENSE. As between you and Vidyard, you retain all ownership rights in your Customer Content. You hereby grant Vidyard the following licenses, and in doing so, waive any “moral rights” that you may have in Customer Content.

4.3.a License to Operate the Services. You grant Vidyard a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use Customer Content to provide the Self-Serve Services to you. This includes all Operational Uses necessary to deliver, display, distribute, personalize, and manage Customer Content through the Self-Serve Services, including, without limitation, the rights necessary for each Viewer to view the Customer Content.

4.3.b Applicable to the Free Plan. If you are subscribed to a Free Plan, you grant Vidyard a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable and transferable license: (i) to use Customer Content for our internal analysis and to improve our (and our successors’ and affiliates) services and technologies (including to train, test and improve AI models); and (ii) subject to your consent to Share your Customer Content as further described in the Content Sharing Policy (if you are located outside of the United States) or your opt-out choices (if you are located within the United States), and subject to applicable privacy laws, you grant Vidyard a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable, sublicensable and transferable license to Share Customer Content with certain third parties for specific purposes, including, without limitation, training, testing and improving their AI models and related technologies.

4.4 CONTENT RETENTION, PRESERVATION AND DISCLOSURE. You acknowledge that we may retain (but not display, distribute, or publish) server copies of Customer Content that has been removed or deleted from the Self-Serve Services in accordance with our standard retention, backup, and destruction procedures. We may also preserve, store or disclose Customer Content if required to do so by Applicable Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce or comply with this Agreement; (c) respond to claims that any Customer Content violates the rights of any person or entity; or (d) protect the rights, property, or personal safety of Vidyard, Viewers or the public.

5. VIEWER DATA

5.1 VIEWER DATA. You may choose to collect data from Viewers, including, without limitation, the identity and location of a Viewer, the number of times a specific Viewer has viewed any part of the Customer Content, and any other information you request from a Viewer through a collection mechanism made available in the Self-Serve Services (collectively, “Viewer Data”). Viewer Data is owned by Customer and all rights not granted to Vidyard hereunder will remain with you. You hereby grant to us a limited, royalty free, sublicensable, non-exclusive, non-transferable (other than as permitted by this Agreement), worldwide right and license to (a) process and analyze Viewer Data for the purposes of providing the Self-Serve Services; (b) generate statistics and produce reports for you based on or derived from Viewer Data; and (c) anonymize Viewer Data (in accordance with Applicable Laws) and use such anonymized data for our own legitimate business purposes. Except as set out in this Agreement or as required by Applicable Law, Vidyard will not disclose your Viewer Data to any third parties outside of your Account or Paid Plan (as applicable) without your consent or instructions (which may be made by configuring third party integrations within the Self-Serve Services).

5.2 LAWFUL BASIS. You acknowledge, represent, and warrant that you have obtained and will maintain all rights, authorizations, and consents necessary to collect, use, process, transfer and disclose Viewer Data to Vidyard. You further represent and warrant that your collection and use of Viewer Data is based on a lawful basis (as defined by Applicable Law) and in full compliance with all Applicable Law (collectively “Privacy Consents”). You acknowledge that Vidyard relies entirely on you to obtain all necessary Privacy Consents from, and provide all required notices and disclosures to, Viewers as required by Applicable Law. While Vidyard may make available certain features or functionality within the Self-Serve Services to assist you in meeting your privacy or compliance obligations, you are solely responsible for: (a) determining whether and how to use such features, (b) configuring them appropriately, and (c) ensuring that their use satisfies your legal and regulatory requirements under Applicable Law.

6. USAGE DATA.

6.1 Usage Data. We have the right to collect and analyze certain data about you and your use of the Self-Serve Services and Software (“Usage Data”). All Usage Data and any derivatives thereof are owned by us. By accessing and using the Self-Serve Services, you acknowledge and agree to the following: (a) we may collect Usage Data; (b) we may use Usage Data for any purpose in our sole discretion both during and after the Subscription Term;(c) to the extent that any Usage Data is subject to applicable privacy and data protection laws, we will process such data in accordance with such laws and our Privacy Policy; and (d) if we publicly disclose any Usage Data, it will be in anonymized and aggregated format and will not identify you or any Users, and will not include any Customer Content.

7. SUBCONTRACTORS

7.1 We may use third party subcontractors in connection with the operation of the Self-Serve Services, including for data storage, processing, analytics, and Content delivery (“Subcontractors”). You consent to our use of Subcontractors, provided that Vidyard will ensure such Subcontractors comply with the terms of this Agreement applicable to Vidyard and Vidyard will remain liable to you for any breach of this Agreement by a Subcontractor, subject to the limitations, conditions and exclusions set out in this Agreement.

8. THIRD PARTY SERVICES

8.1 NON-VIDYARD SERVICES. You may choose to integrate, connect, or otherwise use the Self-Serve Services with other services not provided by Vidyard (“Non-Vidyard Services”), and in doing so you grant Vidyard permission to interoperate with the Non-Vidyard Services and transfer Customer Content and Viewer Data to and from the Non-Vidyard Services as instructed by you or in accordance with your configuration of the Non-Vidyard Services. If you use Non-Vidyard Services: (a) you warrant that your use of such Non-Vidyard Services in conjunction with the Self-Serve Services will comply with the third-party terms applicable to your use of the Non-Vidyard Services; (b) Vidyard does not warrant or support Non-Vidyard Services; (c) as between Vidyard and you, you assume all responsibility for the Non-Vidyard Services and any disclosure, modification or deletion of Customer Content and Viewer Data by the Non-Vidyard Services; and (d) Vidyard will have no liability, and you are not relieved of any obligations under this Agreement or entitled to any refund, credit, or other compensation, due to any unavailability of, or change in, the Non-Vidyard Services or any change in Vidyard’s ability to interoperate with the Non-Vidyard Services.

9. WARRANTIES

9.1 WARRANTY. If you are subscribed to a Free Plan, the applicable Self-Serve Services are provided “as is” and “as available,” without any warranties of any kind, whether express, implied, statutory or otherwise. If you are subscribed to a Paid Plan, the following warranty applies while you remain subscribed to a Paid Plan: Vidyard warrants that, during the Subscription Term, the Self-Serve Services will perform materially in accordance with the Documentation (the “Limited Warranty”). Your exclusive remedy for breach of this Limited Warranty is for Vidyard, upon your written notice of a warranty claim, to correct or provide a reasonable work around for a verified breach of the Limited Warranty. If Vidyard is unable to correct such breach in a commercially reasonable manner, you may terminate the non-conforming Self-Serve Service and, Vidyard will refund any prepaid Fees for the unused portion of your Subscription Term following the effective date of termination. This Section 9.1 sets forth your exclusive rights and remedies (and Vidyard’s sole liability) for any breach of the Limited Warranty. The Limited Warranty will not apply if the non-conformity was caused by your (or your Users’) misuse, unauthorized modification of the Self-Serve Services or Software, or third-party products, software, services (including any Non-Vidyard Service), or equipment.

9.2 DISCLAIMER OF WARRANTIES. Except for the warranties expressly stated in this Section 9, to the maximum extent allowed by Applicable Law, Vidyard disclaims all warranties and representations of any kind, whether express, implied, statutory or otherwise, including warranties and conditions arising under statute, warranties of merchantability, non-infringement, title, uninterrupted services, error-free operation, or fitness for a particular purpose. Vidyard will not be liable for any loss, damage, or expense arising from your use of the Self-Serve Services, including but not limited to delays, failures, data loss, or service interruptions, to the fullest extent permitted by law.

9.3 YOUR REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement; (b) you own or have the necessary licenses, rights, consents and permissions to use, publish and grant the rights in and to Customer Content as contemplated under this Agreement; (c) our use of Customer Content in accordance with the rights and licenses granted to Vidyard under this Agreement do not and will not infringe, misappropriate, or otherwise violate the rights (including intellectual property, privacy or publicity rights) of any third party; (d) you have provided all necessary notices to, and obtained all necessary consents from, any identifiable individuals appearing in Customer Content; and (e) no payments of any kind will be due by Vidyard or its sublicensees (if applicable) to any person or organization for Vidyard’s use or distribution of Customer Content in accordance with the licenses granted under this Agreement.

10. INDEMNIFICATION

10.1 BY VIDYARD. We will defend Customer from and against all direct liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any third-party claim to the extent based on an allegation that Vidyard’s technology used to provide the Self-Serve Services to Customer infringes or misappropriates any copyright, trade secret, patent or trademark right of that third party that is issued or registered in Canada or the United States and we will pay any final judgment or settlement in relation to such claim. Vidyard will not be required to indemnify Customer in the event of: (a) modification of the Self-Serve Services by Customer or its Users; (b) use of the Self-Serve Services in violation of this Agreement; (c) use of the Self-Serve Services in combination with any other application, product, or service not provided by Vidyard if such claim would not have occurred without such combination; or (d) use of the Self-Serve Services in a manner not otherwise contemplated by this Agreement. The indemnification in this section 10.1 is Customer’s sole remedy under this Agreement for any third-party infringement claims and actions.

10.2 POSSIBLE INFRINGEMENT. If we believe the Self-Serve Services infringe or may be alleged to infringe a third party’s intellectual property rights, then we may: (a) obtain the right for you (at our expense) to continue using the Self-Serve Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Self-Serve Services so that they are no longer infringing. If we do not believe, in our sole discretion, that the options described in this section are commercially reasonable, then we may terminate Customer’s use of the affected Self-Serve Services and if you are on a Paid Plan, refund any prepaid Fees for the unused portion of your Subscription Term following the effective date of termination.

10.3 CUSTOMER INDEMNIFICATION. Customer will 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: (a) Customer Content or Viewer Data; (b) a failure by Customer to obtain any of the necessary Privacy Consents required by Section 5.2; (c) Customer’s use of the Self-Serve Services in violation of this Agreement; and/or (d) violations of Customer’s obligations of privacy to any person.

10.4 PROCESS. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense or settlement of a claim, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires such party’s prior written consent, not to be unreasonably withheld or delayed; and (b) the party seeking indemnification may join the defense with its own counsel at its expense.

11. LIMITATIONS OF LIABILITY AND DAMAGES

11.1 EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CUSTOMER NOR VIDYARD WILL BE LIABLE UNDER THIS AGREEMENT FOR (a) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR (b) LOSS OF USE, DATA, BUSINESS, REVENUE OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO: (x) CLAIMS ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; (y) SECTION 9.3 (YOUR REPRESENTATIONS AND WARRANTIES); OR (z) YOUR VIOLATION OF SECTIONS 2.5(A) (RESTRICTIONS) AND 2.5(B) (PROHIBITED CONTENT) (COLLECTIVELY, THE “EXCLUDED CLAIMS”).

11.2 LIABILITY DISCLAIMER. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, VIDYARD WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE ARISING FROM YOUR USE OF THE SELF-SERVE SERVICES, INCLUDING BUT NOT LIMITED TO DELAYS, FAILURES, DATA LOSS, OR SERVICE INTERRUPTIONS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11.3 LIMITATIONS OF LIABILITY.

11.3.a IF YOU ARE SUBSCRIBED TO A PAID PLAN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SELF-SERVE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO EXCLUDED CLAIMS AND FEES OWED BY CUSTOMER UNDER THIS AGREEMENT.

11.3.b IF YOU ARE SUBSCRIBED TO A FREE PLAN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIDYARD’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) USD. THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING EXCLUDED CLAIMS. THE LIMITATIONS IN THIS CLAUSE 12.3(B) WILL ALSO APPLY TO YOUR USE OF THE BETA SERVICES REGARDLESS OF THE PLAN YOU ARE SUBSCRIBED TO.

12. PRIVACY AND CONFIDENTIALITY

12.1 DATA PROCESSING ADDENDUM. The DPA describes the parties’ respective obligations with respect to the privacy and security of personal information in the Customer Content and Viewer Data. In addition, the Product Specific Terms may set out additional data processing terms, conditions, or amendments that supplement or modify the DPA for specific products or features.

12.2 PRIVACY POLICY. Our collection and use of your personal information is governed by our Privacy Policy. You understand that through your use of the Self-Serve Services, you consent to the collection and use of this personal information, including the transfer of this information to Canada and/or other countries for the storage, processing, use and any other activities permitted by this Agreement. 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.

12.3 CONFIDENTIALITY. If we share non-public information about Vidyard or the Self-Serve Services, you must keep that information confidential and use reasonable safeguards to prevent unauthorized disclosure or access.

13. TERM AND TERMINATION

13.1 TERM. This Agreement will commence on the date you subscribe to the Self-Serve Services and will remain in effect until terminated pursuant to the terms of this Agreement.

13.2 TERMINATION OF THE AGREEMENT. You may terminate this Agreement at any time by deleting your Account in accordance with the steps outlinedhere. Termination of this Agreement does not entitle you to any refund of Fees paid, and you remain responsible for all Fees due for the remainder of your Subscription Term. We may terminate this Agreement at any time, with or without prior notice to you. If you are on a Paid Plan and we terminate this Agreement without cause, we will refund any prepaid Fees for the unused portion of your Subscription Term and provide you with a reasonable period of time to download your Customer Content as available in the Self-Serve Services.

13.3 EFFECT OF TERMINATION. Upon termination of this Agreement for any reason your right to access and use the Self-Serve Services will immediately cease without any further action required by Vidyard. You acknowledge and agree that Customer Content and Viewer Data may be retained by us after termination of this Agreement as part of a system archive in accordance with our backup and retention policies.

13.4 SURVIVAL. Sections 3 (Fees and Payment), 4 (Customer Content and License), 10 (Indemnification), 11 (Limitations of Liability and Damages), 12 (Privacy and Confidentiality), 13 (Term and Termination), and 14 (General Provisions) of this Agreement, as well as any representations and warranties made by you under this Agreement, together with any other provision required for their construction or enforcement, will survive termination of this Agreement for any reason.

14. GENERAL PROVISIONS

14.1 ASSIGNMENT. You may not assign this Agreement, or any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent.

14.2 CONFLICT. These Self-Serve Terms represent the parties’ entire understanding regarding the Self-Serve Services. In the event of any conflict or inconsistency between these Self-Serve Terms and any other Vidyard issued terms or policies, these Self-Serve Terms will prevail unless the other terms or policies expressly provide otherwise.

14.3 NOTICE. Except as otherwise provided herein, all notices will be in writing and deemed given upon: (a) one (1) business day after e-mail transmission, or (b) in the case of a notice within the Self-Serve Services, two (2) business days after the date of posting of such notice.

14.4 PUBLICITY. By subscribing to the Self-Serve Services on behalf of a legal entity, you authorize Vidyard to list that entity as a customer and display its standard logo for marketing and publicity purposes.

14.5 FORCE MAJEURE. Except for your obligation to pay the Fees, neither party will be responsible for delay or failure to perform its obligations under this Agreement due to events or circumstances beyond its reasonable control. Such causes include, without limitation, acts of God, pandemics, epidemics, 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.

14.6 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.

14.7 AMENDMENT. Vidyard may update, modify, or replace any part of this Agreement (including any terms, policies, or documents incorporated by reference) at any time by posting the revised version on the Vidyard website. Unless otherwise stated in the updated Agreement, the revised terms will take effect upon posting. Your continued access to or use of the Self-Serve Services after the effective date of the updated Agreement constitutes your acceptance of the revised terms. It is your responsibility to review this Agreement regularly to stay informed of any changes. If you do not agree to the updated Agreement, you must immediately cease using the Self-Serve Services and terminate this Agreement in accordance with Section 13.2.

14.8 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship.

14.9 DISPUTE RESOLUTION

14.9.a Governing Law; Venue; Time for Bringing Action. This Agreement will 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 Agreement may only be brought in the courts located in Toronto, 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 Agreement or the transactions contemplated by this Agreement. No cause of action arising hereunder or relating hereto may be brought more than two (2) years after it first accrues.

14.9.b Arbitration. Except as provided below, any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, will be resolved by binding arbitration administered by a mutually agreed arbitration organization, in accordance with its applicable arbitration rules, or if no agreement can be reached, the ADR Institute of Canada or successor organization. The arbitration will be conducted in Toronto, Ontario, Canada, and will be conducted in English. Each party will bear its own costs and expenses in connection with the arbitration, including its own attorneys’ fees, except that the parties will share equally the fees and expenses of the arbitrator and the arbitration organization, unless the arbitrator determines that a different allocation is appropriate based on the circumstances, including awarding costs to the prevailing party or against a party that has acted in bad faith or brought frivolous claims. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or part of this Agreement is void or voidable. The arbitrator’s decision will be final and binding on all parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the following disputes will not be subject to arbitration and may be brought in the courts specified in Section 14.9(a) or in a court of competent jurisdiction where immediate injunctive relief is necessary: (i) disputes relating to the validity, enforceability, infringement, or misappropriation of any intellectual property rights, including patents, trademarks, copyrights, trade secrets, or moral rights; (ii) requests for temporary restraining orders, preliminary injunctions, or other equitable relief; (iii) disputes that may be brought in small claims court; and (iv) claims by Vidyard arising from your breach of Section 2.5 (Customer Obligations and Limitations). If for any reason this arbitration provision is held invalid, unenforceable, or inapplicable to a particular dispute, or if arbitration is prohibited by applicable law, the dispute resolution provisions in Section 14.9 (a) will apply. To opt out of arbitration, you must emaillegal@vidyard.comwithin thirty (30) days of the date you create your Account or the date of these Self-Serve Terms, whichever is later.

14.9.c Class Action Waiver. You and Vidyard agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither party will seek to have any dispute heard as a class action, a representative action, a collective action, or in any proceeding in which either party acts or proposes to act in a representative capacity. You and Vidyard further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to any such arbitration or proceeding.

14.9.d Jury Trial Waiver. To the fullest extent permitted by applicable law, the parties hereto waive any right they may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under, or in connection with this Agreement.

14.10 Technology Export; Sanctions. Customer will not: (a) permit any third party to access or use the Vidyard Self-Serve Services in violation of any Applicable Laws; or (b) export any Software or otherwise remove it from any jurisdiction except in compliance with all applicable export control laws and regulations of the jurisdiction from which the Software is exported, including but not limited to: (i) for customers in the United States, the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR); (ii) for customers in Canada, the Export and Import Controls Act and related regulations; (iii) for customers in the United Kingdom, the Export Control Act 2002 and related statutory instruments; and (iv) for customers in the European Union, the EU Dual-Use Regulation and related member state legislation. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the Vidyard Self-Serve Services in, or export such Software to: (A) any country, territory, or jurisdiction subject to comprehensive sanctions or embargos under applicable law; or (B) any person or entity designated on any applicable restricted party list, including but not limited to the U.S. Treasury Department’s List of Specially Designated Nationals, the U.S. Commerce Department’s Denied Persons List, Unverified List, or Entity List, Canada’s Consolidated List of Sanctions, the UK’s Consolidated List of Financial Sanctions Targets, or the EU’s Consolidated List of Sanctions. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country, territory, or jurisdiction, and is not designated on any such restricted party list.

14. 11 Government Use. The Self-Serve Services, Software, and Documentation provided under this Agreement are commercial items, developed at private expense, and proprietary to Vidyard. If you are a U.S. government or public entity or are using the Self-Serve Services on behalf of such an entity, you acknowledge that the Self-Serve Services, Software, and Documentation are provided as “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, and are subject to the rights and restrictions applicable to commercial computer software and commercial computer software documentation under 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. In accordance with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, all U.S. Government end users acquire the Software and Documentation with only those rights set forth herein. Vidyard reserves all unpublished rights under the United States copyright laws. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in this clause and any applicable laws and regulations.