Vaidio^® VSaaS

This Vaidio Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable Sign Up Form(such form a “Sign Up Form” and such date the “Effective Date”) and is by and between Vaidio, a Connecticut corporation with a place of business at 263 Tresser Blvd, Floor 9, Stamford, CT 06901, USA (“Vaidio”), and the customer set forth on the Sign Up Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Sign Up Form, the terms of the Sign Up Form control.

Section 1. Services.

“Services” means the product(s) and service(s) that are Signed Up by Customer from Vaidio online or through an Sign Up Form referencing this MSA, on a trial basis, and to which Vaidio thereby provides access to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this MSA, Vaidio will make the Services available during the Term as set forth in a Sign Up Form.

Section 2. Fees and Payment.

Section 3. Term and Termination.

Section 4. License and Use of the Services.

4.1. License. Vaidio hereby grants Customer a non-transferable license to use the Services.

4.2. Authorized Users. Customer may designate and provide access to its employees, and potential users to an account on the Services as authorized users (each an “Authorized User”). Each account may be used only by that entity, and Customer is responsible for all use and misuse of the Services by its Authorized Users. Customer agrees to promptly notify Vaidio of any unauthorized access or use of which Customer becomes aware.

4.3. Prohibited Uses. Customer and Authorized Users will not:

• (a) “frame,” distribute, resell, use for commercial gain or revenue-generating purposes, or permit access to the Services by any third party other than for its intended purposes;
• (b) use the Services other than in compliance with applicable federal, state, and local laws;
• (c) interfere with the Services or disrupt any other user’s access to the Subscription Service;
• (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services;
• (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful;
• (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or
• (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services.

Section 5. Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of Vaidio, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

Section 6. Data Practices.

6.1. Definitions. Definitions. “Service Data” means a subset of Confidential Information comprised of electronic data, text, messages, communications, or other materials submitted to and stored within the Services by Customer in connection with use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information regarding Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2. Ownership. Customer will continue to retain its ownership rights to all Service Data processed under the terms of this MSA and Vaidio will own all Usage Data.

6.3. Vaidio’s Use of Data. Vaidio may collect, store, and analyze Customer data in accordance with this MSA to improve and enhance the Services and develop new features.

• 6.3.1. Operating the Services. Vaidio may receive, collect, store and/or process Service Data based on Vaidio’s legitimate interest in operating the Services. Vaidio may also use Service Data in an anonymized manner, such as conversion to numerical value, for the training of the machine learning models to support certain features and functionality within the Services.
• 6.3.2. Communications. Vaidio may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (i) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email vsass.support@vaidio.ai. Customer and necessary Authorized Users will always receive product usage notifications.
• 6.3.3. Improving the Services. Vaidio may collect, and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Vaidio’s legitimate interest in improving the Services. When Vaidio uses Usage Data, any Personal Data that was included in Service Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Vaidio may make Usage Data publicly available from time to time.
• 6.3.4. Connecting to Third-Party Services. Customer may wish to connect third-party services to the Services (e.g., connecting Vaidio to Customer’s single-sign-on service to verify 2FA status of Customer’s employees). When Customer uses a third-party service to connect with Vaidio, logs into the Services through a third-party authentication service, or otherwise provides Vaidio with access to information from a third-party service, Vaidio may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on Vaidio’s legitimate interest in providing Customer with functionality that supports the Services. Any access that Vaidio may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing Vaidio to connect with a third-party service, Customer authorizes Vaidio to access and store any information provided to Vaidio by that third-party service, and to use and disclose that information in accordance with this MSA.
• 6.3.5. Third-Party Service Providers. Customer agrees that Vaidio may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below.

6.4. Service Data Safeguards. (i) Vaidio will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this MSA and to provide, secure, and support the Services. (ii) Vaidio will maintain commercially reasonable (particularly for a company of Vaidio’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

6.5. Use of Public Video Streaming Data. (i) Vaidio will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this MSA and to provide, secure, and support the Services. (ii) Vaidio will maintain commercially reasonable (particularly for a company of Vaidio’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

6.6. Use of User-Uploaded Stream and Video File Data.

• 6.6.1. Operating the Services. Vaidio shall ensure that any streams, video files, and derived data uploaded by the user are accessible only to that specific Customer and will not be shared with other parties.
• 6.6.2. Communications. All uploaded streams, video files, and related data shall be deleted upon project sign-off or completion, unless otherwise agreed in writing.
• 6.6.3. Improving the Services. Users shall ensure that any streams or files they upload do not infringe upon third-party rights, including but not limited to privacy rights and copyrights. In the event of any such violation, the user shall bear full responsibility.

Section 7. Privacy Practices.

7.1. Privacy Policy. Vaidio operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at Vaidio VSaaS.

7.2. Customer as Controller. To the extent Service Data constitutes Personal Data, the Parties agree that Customer determines the purpose and means of processing such Personal Data, and Vaidio processes such information on behalf of Customer.

7.3. Hosting and Processing. Unless otherwise specifically agreed to by Vaidio, Service Data may be hosted by the Vaidio, or its respective authorized third-party service providers, in the United States or other locations around the world. In providing the Services, Vaidio will engage entities to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this MSA, within the United States and in other countries and territories.

7.4. Sub-Processors. Customer acknowledges and agrees that Vaidio may use third-party data processors engaged by Vaidio who receive Service Data from Vaidio for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Vaidio) and the terms of its written subcontract (the “Sub-Processors”). Such Sub-Processors may access Service Data to provide, secure, and improve the Services. Vaidio will be responsible for the acts and omissions of Sub-Processors to the same extent that Vaidio would be responsible if Vaidio was performing the services directly under the terms of this MSA. The names and locations of all current Sub-Processors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8. Intellectual Property Rights. Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and Vaidio in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides Vaidio a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Vaidio receives from Customer, Customer’s agents or representatives, Authorized Users, or other third parties acting on Customer’s behalf; and Vaidio also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.

Section 9. Representations, Warranties, and Disclaimers.

9.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so

9.2. Warranties. Vaidio warrants that during an applicable Term with valid warranty date. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein.

9.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Vaidio EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT Vaidio DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM Vaidio OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT Vaidio WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

Section 10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Vaidio), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

Section 11. Miscellaneous.

11.1. Entire Agreement. This MSA and the applicable Sign Up Form(s) constitute the entire agreement, and supersedes all prior agreements, between Vaidio and Customer regarding the subject matter hereof.

11.2. Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

11.3. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.

11.4. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

11.5. Notices. All notices provided by Vaidio to Customer under this MSA may be delivered in writing by electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to Vaidio in writing by Courier or U.S. mail to vsass.support@vaidio.ai. All notices shall be deemed to have been given immediately upon delivery by electronic mail.

11.6. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of CT, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in CT, US. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.

11.7. Publicity and Marketing. Vaidio may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Vaidio on Vaidio’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Vaidio. Vaidio may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Vaidio never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information or Authorized Users or others personally.

11.8. Amendments. Vaidio may amend this MSA from time to time, in which case the new MSA will supersede prior versions. Vaidio will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Vaidio as consent to any such amendment. Vaidio’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.