This Vidrovr Platform License Agreement (the "Agreement") is made and entered into by and between Vidrovr and the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Service. For an offline variant of this Agreement, you may contact us at support@vidrovr.com for more information.
Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by Vidrovr as part of the Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.
Vidrovr will provide the Services to Customer. As part of receiving the Services, Customer may choose to access to the Admin Console, through which Customer may administer the Services.
All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Vidrovr processes and stores its own information of a similar type. Vidrovr has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.
Customer may select where certain Customer Data will be stored. If a Data Location Selection is not indicated (or a Data Location Selection is not made by Customer with respect to any Customer Data), Vidrovr may process and store the Customer Data anywhere Vidrovr or its agents maintain facilities. By using the Services, Customer consents to this processing and storage of Customer Data. Under this Agreement, Vidrovr is merely a data processor.
Customer must have an Account and a Token (if applicable) to use the Services, and is responsible for the Account, the security of the Token and its passwords for the Account, and for any use of its Account and the Token. If Customer becomes aware of any unauthorized use of its password, its Account or the Token, Customer will notify Vidrovr as promptly as possible. Vidrovr has no obligation to provide Customer multiple Tokens or Accounts.
Vidrovr may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.
Vidrovr may make commercially reasonable updates to the Services from time to time. If Vidrovr makes a material change to the Services, Vidrovr will inform Customer, provided that Customer has subscribed with Vidrovr to be informed about such change.
Vidrovr may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Vidrovr, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, please stop using the Services. Vidrovr will post any modification to this Agreement to the Terms URL.
Vidrovr may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change:
(i) is commercially reasonable;
(ii) does not result in a degradation of the overall security of the Services;
(iii) does not expand the scope of or remove any restrictions on Vidrovr’s processing of Customer Personal Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and
(iv) does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.
At the end of the applicable Accrual Period, Vidrovr will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on (i) Customer’s use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for TSS set forth in the Fees definition below); (ii) any Reserved Units selected; (iii) any Committed Purchases selected; and/or (iv) any Package Purchases selected. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Vidrovr will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Vidrovr agrees), all Fees are due as set forth in the invoice (NET 30). Customer’s obligation to pay all Fees is non-cancellable. Vidrovr's measurement of Customer’s use of the Services is final. Vidrovr has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Vidrovr.
Customer is responsible for any Taxes, and Customer will pay Vidrovr for the Services without any reduction for Taxes. If Vidrovr is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Vidrovr with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Vidrovr, Customer must provide Vidrovr with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Vidrovr, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Vidrovr will receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Vidrovr, Vidrovr will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Vidrovr will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Vidrovr and will only be in the form of credit for the Services. Nothing in this Agreement obligates Vidrovr to extend credit to any party.
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Vidrovr in collecting such delinquent amounts. If Customer is late on payment for the Services, Vidrovr may suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.
For clarity, Customer is obligated to pay all applicable Fees without any requirement for Vidrovr to provide a purchase order number on Vidrovr’s invoice (or otherwise).
Customer is solely responsible for its Applications, Projects, and Customer Data and for making sure its Applications, Projects, and Customer Data comply with the AUP. Vidrovr reserves the right to review the Application, Project, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP and the restrictions in Sections 3.3 and 3.5 below.
Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees; use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by Vidrovr, Vidrovr does not intend uses of the Services to create obligations under HIPAA, and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Vidrovr.
Customer can integrate certain third party services into the Vidrovr Platform. These third-party services are not provided by Vidrovr. Customer agrees to hold harmless and release Vidrovr and the Released Parties from any liability relating to Customer’s use of the third-party services or integration of the Services with the third-party services. Customer’s ability to use the third-party services may be limited according to the third-party’s terms and conditions. When Customer integrates with a third-party service, Customer authorizes Vidrovr to share any Customer Data, whether confidential or not, with the third party service so Customer can take advantage of integration with Vidrovr. Any links to a third-party service or website Customer finds in the Service or on vidrovr.com are provided for convenience only and Vidrovr does not control or endorse any material or information found on those third party sites.
Vidrovr may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.
Vidrovr provides information to help copyright holders manage their intellectual property online, but Vidrovr cannot determine whether something is being used legally or not without their input. Vidrovr responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws including in particular the process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s or Customer End Users’ copyrights and wants to notify Vidrovr, Customer can find information about submitting notices, and Vidrovr's policy about responding to notices at support@vidrovr.com.
If Customer becomes aware that any Application, Project, or Customer Data violates the AUP, Customer will immediately suspend the Application or Project and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior sentence, Vidrovr may specifically request that Customer do so. If Customer fails to comply with Vidrovr’s request to do so within twenty-four hours, then Vidrovr may disable the Project or Application, and/or disable the Account (as may be applicable) until such violation is corrected.
Despite the foregoing, if there is an Emergency Security Issue, then Vidrovr may automatically suspend the offending Application, Project, and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If Vidrovr suspends an Application, Project, or the Account, for any reason, without prior notice to Customer, at Customer’s request, Vidrovr will provide Customer the reason for the suspension as soon as is reasonably possible.
Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Vidrovr owns all Intellectual Property Rights in the Services and Software.
If Customer provides Vidrovr Feedback about the Services, then Vidrovr may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Vidrovr all right, title, and interest in that Feedback.
Customer is responsible for technical support of its Applications and Projects.
Subject to payment of applicable support Fees, Vidrovr will provide TSS to Customer during the. Certain TSS levels include a minimum recurring Fee.
Subject to Section 7.2, Vidrovr may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
Vidrovr will announce if it intends to discontinue or make backwards incompatible changes to the Services specified at the URL. Vidrovr will use commercially reasonable efforts to continue to operate those Services versions and unless (as Vidrovr determines in its reasonable good faith judgment):
(i) required by law or third party relationship (including if there is a change in applicable law or relationship), or
(ii)(ii) doing so could create a security risk or substantial economic or material technical burden.
(iii) The above policy is the "Deprecation Policy."
The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.
The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.
Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, Vidrovr may terminate any, all, or any portion of the Services or Projects, if Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii).
Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Vidrovr may terminate this Agreement for its convenience at any time without liability to Customer.
If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to Vidrovr are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Vidrovr Brand Features in connection with its use of the Services, Customer must obtain written permission from Vidrovr through the process specified in the Trademark Guidelines. Vidrovr may include Customer’s name or Brand Features in a list of Vidrovr customers, online or in promotional materials. Vidrovr may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Vidrovr warrants that it will provide the Services in accordance with the applicable SLA (if any).
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIDROVR AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. VIDROVR AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER VIDROVR NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR VIDROVR’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR VIDROVR’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO VIDROVR UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
Unless prohibited by applicable law, Customer will defend and indemnify Vidrovr and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP.
Vidrovr will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Vidrovr’s technology used to provide the Services (excluding any open source software) or (b) any Vidrovr Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.
This Section 14 will not apply to the extent the underlying Allegation arises from:
a) the indemnified party’s breach of this Agreement;
b) modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;
c) combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or
d) use of non-current or unsupported versions of the Services or Brand Features;
Sections 14.1 and 14.2 will apply only to the extent:
a) The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
b) b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
a) If Vidrovr reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Vidrovr may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.
b) If Vidrovr does not believe the remedies in Section 14.5(a) are commercially reasonable, then Vidrovr may suspend or terminate Customer’s use of the impacted Services.
Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.
All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Vidrovr’s Legal Department is support@vidrovr.com attention Daniel DeWolf. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
This Agreement does not create any agency, partnership or joint venture between the parties.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.
b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
c) For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
Except as set forth in Section 1.7(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
The following Sections will survive expiration or termination of this Agreement: 5, 8, 13, 14, and 16.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Vidrovr may provide an updated URL in place of any URL in this Agreement.
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL.
Use of the Services is subject to this Acceptable Use Policy.
Capitalized terms have the meaning stated in the applicable agreement between Customer and Vidrovr.
Customer agrees not to, and not to allow third parties to use the Services:
The Customer agreeing to these terms (“Customer”) and Vidrovr, have entered into a Vidrovr Platform License Agreement. These Data Processing and Security Terms, including the Appendices (collectively, the “Terms”) are entered into by Customer and Vidrovr as of the Terms Effective Date and supplement the general Vidrovr Platform License Agreement. These Terms supersede any Data Processing and Security Terms previously entered into between Customer and Vidrovr on the same subject matter.
The “Terms Effective Date” is: (a) if these Terms are incorporated in the Vidrovr Platform License Agreement by reference, the effective date of the Vidrovr Platform License Agreement (subject to the paragraph above these Terms); or (b) if these Terms are not incorporated into the Vidrovr Platform License Agreement by reference, the date Customer accepts these Terms by clicking to accept them.
If these Terms are not incorporated into the Vidrovr Platform License Agreement by reference and you are accepting them on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the party you represent, to these Terms. If you do not have the legal authority to bind Customer, please do not click the “I Accept” button.
These Terms reflect the parties’ agreement with respect to terms governing the processing of Customer Personal Data under the Vidrovr Platform License Agreement.
Capitalized terms used but not defined in these Terms have the meanings set out in the Vidrovr Platform License Agreement. In these Terms, unless expressly stated otherwise:
The terms “personal data”, “processing”, “data subject”, “controller” and “processor” have the meanings given to them in the Directive. The terms “data importer” and “data exporter” have the meanings given to them in the Model Contract Clauses.
These Terms will take effect on the Terms Effective Date and, notwithstanding expiry or termination of the Vidrovr Platform License Agreement, will remain in effect until, and automatically terminate upon, deletion by Vidrovr of all data as described in Section 7 (Data Correction, Blocking, Exporting, and Deletion) of these Terms.
The parties agree and acknowledge that the Data Protection Legislation may apply to the processing of Customer Personal Data.
If the Data Protection Legislation applies to the processing of Customer Personal Data, then as between the parties, the parties acknowledge and agree that: (a) Customer is the controller of Customer Personal Data under the Agreement; (b) Vidrovr is a processor of such data; (c) Customer will comply with its obligations as a controller under the Data Protection Legislation; and (d) Vidrovr will comply with its obligations as a processor under the Agreement. If under the Data Protection Legislation a Customer Affiliate is considered the controller (either alone or jointly with the Customer) with respect to certain Customer Personal Data, Customer represents and warrants to Vidrovr that Customer is authorized: (i) to give the Instructions to Vidrovr and otherwise act on behalf of such Customer Affiliate in relation to such Customer Personal Data as described in these Terms, and (ii) to bind the Customer Affiliate to these Terms. Appendix 1 sets out a description of the categories of data that may fall within Customer Personal Data and of the categories of data subjects to which that data may relate.
Vidrovr will only process Customer Personal Data in accordance with the Instructions, and will not process Customer Personal Data for any other purpose.
Customer acknowledges that if it installs, uses, or enables Additional Products, then the Services may allow such Additional Products to access Customer Data as required for the interoperation of those Additional Products with the Services. The Agreement does not apply to the processing of data transmitted to or from such Additional Products. Such Additional Products are not required to use the Services.
Vidrovr will take and implement appropriate technical and organizational measures to protect Customer Data against accidental or unlawful destruction or accidental loss or alteration, or unauthorized disclosure or access, or other unauthorized processing, as detailed in Appendix 2 (the "Security Measures"). Vidrovr may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. Customer agrees that it is solely responsible for its use of the Services, including securing its account authentication credentials, and that Vidrovr has no obligation to protect Customer Data that Customer elects to store or transfer outside of Vidrovr’s and its Subprocessors’ systems (e.g., offline or on-premise storage).
If Vidrovr becomes aware of a Data Incident, Vidrovr will promptly notify Customer of the Data Incident, and take reasonable steps to minimize harm and secure Customer Data. Notification(s) of any Data Incident(s) will be delivered to the email address provided by Customer in the Agreement (or in the Admin Console) or, at Vidrovr’s discretion, by direct Customer communication (e.g., by phone call or an in-person meeting). Customer acknowledges that it is solely responsible for ensuring that the contact information set forth above is current and valid, and for fulfilling any third party notification obligations. Customer agrees that “Data Incidents” do not include: (i) unsuccessful access attempts or similar events that do not compromise the security or privacy of Customer Data, including pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems; or (ii) accidental loss or disclosure of Customer Data caused by Customer’s use of the Services or Customer’s loss of account authentication credentials. Vidrovr’s obligation to report or respond to a Data Incident under this Section will not be construed as an acknowledgement by Vidrovr of any fault or liability with respect to the Data Incident.
During the Term, Vidrovr will make available to Customer the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. To the extent Customer, in its use and administration of the Services during the Term, does not have the ability to amend or delete Customer Data (as required by applicable law), or migrate Customer Data to another system or service provider, Vidrovr will, at Customer’s reasonable expense, comply with any reasonable requests by Customer to assist in facilitating such actions to the extent Vidrovr is legally permitted to do so and has reasonable access to the relevant Customer Data
Customer may select where certain Customer Data will be stored (the "Data Location Selection"), and Vidrovr will store it there in accordance with its policies. If a Data Location Selection is not made by Customer in respect of any Customer Data), Vidrovr may store and process the relevant Customer Data anywhere Vidrovr or its Subprocessors maintain facilities.
Vidrovr will make available to Customer information about the countries in which data centers used to store Customer Personal Data are located.
Vidrovr may engage Subprocessors to provide limited parts of the Services, subject to the restrictions in these Terms.
Vidrovr will ensure that Subprocessors only access and use Customer Data in accordance to terms of the Agreement.
Customer consents to Vidrovr subcontracting the processing of Customer Data to Subprocessors in accordance with the Agreement. If the Model Contract Clauses have been entered into as described above, Customer (or, if applicable, an authorized Customer Affiliate) consents to Vidrovr Inc. subcontracting the processing of Customer Data in accordance with the terms of the Model Contract Clauses.
At the written request of the Customer, Vidrovr will provide additional information regarding Subprocessors and their locations. Any such requests must be sent to Vidrovr’s Office for Vidrovr Platform, the contact details provided in the heading of these terms.
If the Model Contract Clauses have been entered into by the parties: (i) Vidrovr will, at least 15 days before appointing any new Third Party Subprocessor, inform Customer of the appointment (including the name and location of such subprocessor and the activities it will perform) either by sending an email to Customer or via the Admin Console; and (ii) if Customer objects to Vidrovr's use of any new Third Party Subprocessors, Customer may, as its sole and exclusive remedy, terminate the Vidrovr Platform License Agreement by giving written notice to Vidrovr within 30 days of being informed by Vidrovr of the appointment of such subprocessor.
If Vidrovr Inc. and Customer (or an authorized Customer Affiliate) enter into Model Contract Clauses as described above, then, subject to the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability), the total combined liability of Vidrovr and its Affiliates, on the one hand, and Customer and its Affiliates, on the other hand, under or in connection with the Agreement and all those MCCs combined will be limited to the maximum monetary or payment-based liability amount set out in the Agreement.
Notwithstanding anything to the contrary in the Agreement, where Vidrovr Inc. is not a party to the Agreement, Vidrovr Inc. will be a third party beneficiary of Section 9.3 (Consent to Subprocessing), and Section 10 (Liability Cap) of these Terms.
Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between these Terms and the remaining terms of the Agreement, these Terms will govern.