Vidyard AI

" RESPONSIBILITY TO OBTAIN IP CONSENTS. You are responsible for obtaining all necessary consents, licenses and waivers required to create, record, submit, publish and use Customer Content in connection with the Services. These 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 Customer 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 Customer 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 Customer Content including payments to any labor unions, guilds and public performance rights collection organizations."

" SERVICE DELIVERY. Vidyard shall provide the professional services, including but not limited to support services, (“ Professional Services ”) (if any) purchased as set forth in the applicable Sales Order. The parties acknowledge that the scope of the Professional Services under this Agreement consists solely of either: (a) assistance with deployment and usage of the Services; or (b) development or delivery of additional service related to the Services. Customer shall have a license right to use anything delivered as part of the Professional Services subject to the terms of its license to use the Services, but Vidyard shall retain all right, title, and interest in and to any such work product, code or deliverable and any derivative, enhancement or modification thereof. The scope of Professional Services, fees, dependencies and other technical specifications or related information shall be as set forth in a Statement of Work (“ SOW ”) executed by both parties or as set forth in or attached to the applicable Sales Order. Customer shall pay Vidyard at the rates set forth in the applicable Sales Order or SOW (or, if not specified, at Vidyard’s then-current standard rates). Customer will reimburse Vidyard for reasonable travel and lodging expenses as pre-approved and incurred."

" OWNERSHIP AND LICENSE. As between you and us, you retain all rights of ownership in the Customer 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 Customer Content in accordance with the preferences set by Customer 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 Customer Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, distribute, promote, copy, store, and/or reproduce (in any form) Customer Content on or through the Services; and (iv) utilize Customer 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 Customer Content through the Services. We reserve the right to retain (but not display, distribute or publish) server copies of Customer Content that have been removed or deleted from the Services for fifteen (15) days."

" PRIVACY POLICY. Our 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."

" STATISTICAL INFORMATION . Vidyard may monitor Customer and Viewers’ use of the Services and the Vidyard Platform and compile this 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 Statistical 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 Customer, 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."

" PUBLICITY. You permit us to list you as a customer and use your standard logo for our promotional and marketing use during the Subscription Term."

" CONTENT PRESERVATION AND DISCLOSURE. We may preserve and store Customer Content and/or disclose Customer 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 Agreement; (iii) respond to claims that any Customer Content violates the rights of any Person; or (iv) protect the rights, property, or personal safety of Vidyard, Viewers and/or the public."

" LIMITATIONS OF LIABILITY. 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, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE 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 SHALL NOT APPLY TO: (I) EITHER PARTY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; (II) EITHER PARTY’S BREACH OF PRIVACY LAWS AND (III) CUSTOMER’S OBLIGATION TO PAY AMOUNTS OWED FOR SERVICES WHICH SHALL ALL BE LIMITED TO FIVE MILLION DOLLARS ($5,000,000.00) USD."

" EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CUSTOMER NOR VIDYARD SHALL BE LIABLE UNDER THIS AGREEMENT FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR (II) 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 SHALL NOT APPLY TO EITHER PARTY’S: (A) INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; AND (B) BREACH OF PRIVACY LAWS."

" EXCLUSIVE REMEDY. The indemnities above are Vidyard’s and Customer’s only remedy under this Agreement for third party infringement claims and actions."

" LAWFUL BASIS . Customer acknowledges, agrees and warrants that it has all rights necessary to collect, use, process, transfer and disclose Customer Data to Buildscale, and that Customer’s use of such Customer Data is conducted pursuant to a lawful basis (as defined by Applicable Law), including consent where required by Applicable Law (collectively “ Privacy Consents ”). Upon request by Buildscale, Customer shall provide proof of such lawful basis. Vidyard relies exclusively on Customer to obtain all Privacy Consents from, and provide all required disclosures to, Viewers as required under Applicable Law."

" EFFECT OF TERMINATION. Upon expiration or other termination of the Services for any reason, your right to access and use the Services shall terminate. If you terminate this Agreement or any Sales Order solely due to a material breach of this Agreement by us, we agree to refund all prepaid fees for the remaining portion of the Subscription Term for the terminated Services within thirty (30) days after the date of termination. If we terminate this Agreement or any Sales Order for your material breach, all fees set out on such Sales Order shall be immediately due and payable."

" TERM. This Agreement shall commence on the date set out in the first Sales Order and shall remain in effect through the end of the Subscription Term in any current Sales Order, unless terminated earlier pursuant to the terms of this Agreement (the “ Initial Term ”). Your subscription will automatically renew at the end of the Initial Term for an additional 12-month term and shall continue to renew for successive 12-month terms thereafter (each a “ Renewal Term ”) unless you provide us with written notice of your intent not to renew at least sixty (60) days before the expiration of the Initial Term or the Renewal Term. You must cancel the Services at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term in order to avoid being billed for a (further) Renewal Term. Payment for Services for the Renewal Term is due on the first day of the Renewal Term and will automatically be charged to the account that you used for the original subscription. The renewal price for any Services for a Renewal Term may be increased by Vidyard by up to ten percent (10%) from the applicable price on the prior Sales Order, unless we provide you written notice of different pricing at least 90 days prior to the applicable Renewal Term."

" RETURN OF CUSTOMER DATA . At the end of the Subscription Term, you will be entitled to extract Customer Content and Customer Data stored on the Vidyard Platform for a period of thirty (30) days following termination (the “ Extraction Grace Period” ). Following the Extraction Grace Period, Vidyard shall have the right to delete all of Customer Content and Customer Data at any time and cancel your Account with us. You acknowledge and agree that archived versions of the Services may include archived copies of Customer Content and Customer Data which may be retained by us for an archive cycle."

" CUSTOMER CONTENT . As a Vidyard Account holder, you and/or your Users may submit and publish Content on the Vidyard Platform (“ Customer Content”) . Customer Content is the Content that you upload to the Services. Vidyard and the Services are passive conduits of the Customer Content. You are exclusively responsible for all Customer Content and the consequences of submitting and publishing your Content on the Services. We do not verify the accuracy, quality, content or legality of Customer Content. We may, but are under no obligation to, monitor, view, or analyze any Customer 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 Customer Content."

" FEES. You agree to pay all fees set out in a Sales Order. All fees are non-cancellable and non-refundable, other than: (i) as expressly set out in this Agreement; (ii) as determined in Vidyard’s sole discretion; or (iii) as required by Applicable Law. Fees are based on subscriptions / Services purchased and not actual usage. For the avoidance of doubt, you shall not be entitled to any refund in the event of a cancelled subscription or unused Services. Unless otherwise agreed between you and us, payment may be made by wire transfer, standing order, cheque or credit card. Credit card payments will be subject to an additional 3% service fee and will be processed on the first day of each month (on a pro-rated basis if necessary)."

" MAINTENANCE AND REPAIRS. Vidyard shall use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We 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."

" OVERDUE CHARGES. Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have."