USER TERMS AND CONDITIONS

For Vidyo® Cloud Services

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS (THE “USER TERMS”) BEFORE USE OF THE VIDYO, INC. (“VIDYO” OR “US”) CLOUD VIDEO CONFERENCING AND MESSAGING SERVICE (THE “SERVICE”). BY IN ANY WAY USING THE SERVICE (INCLUDING THROUGH THE INSTALLATION OF ANY RELATED SOFTWARE OR PLUG-INS), YOU ( “YOU” OR “CUSTOMER”) UNCONDITIONALLY AGREE (A) THAT THESE USER TERMS ARE ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU, AND (B) TO BE BOUND BY AND TO BECOME A PARTY TO THESE USER TERMS WITH VIDYO. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THESE USER TERMS, THE USE OF THE SERVICE IS STRICTLY PROHIBITED. TO THE EXTENT THAT THE TERMS OF THESE USER TERMS ARE CONSIDERED AN OFFER, YOUR ACCEPTANCE THEREOF IS EXPRESSLY LIMITED TO THESE TERMS.

PLEASE NOTE THAT BY AGREEING TO THESE USER TERMS YOU ARE WAIVING CERTAIN RIGHTS SET FORTH IN SECTION 8, BELOW, INCLUDING THE RIGHT TO BRING A CLASS ACTION SUIT AGAINST US.

1. ACCESS AND USE OF THE SERVICE

The Service: The Service allows two or more users to communicate by videoconference, audioconference, text message, content sharing or otherwise from multiple devices using our proprietary software (each such communication, a “Call”).

Registration; Account: If you or your organization has subscribed to the Service, you will be required to register and create an account (a “User Account”), either directly as a customer if you subscribed directly or under the master administrative account of your organization, and at such time, you will be issued a user identification and password. However, if you were invited to join the applicable Call as a guest by a registered user, you may use the Service for that Call without creating a User Account. You are solely responsible for maintaining the confidentiality of your User Account and related details, including your user identification and password. You must notify us immediately in the event that you learn or suspect that your user identification, password or any other User Account information has been compromised so that we may promptly take actions to prevent their unauthorized use by other parties, and you hereby expressly authorize us to take any such actions. If your access to the Service is under an organization’s subscription, you acknowledge and agree that your administrator may have access to your User Account and its content, and may suspend or terminate your User Account (and your access to the Service) and your ability to modify your User Account.

User Software: Your use of the Service may require the use or installation of certain software, plug-ins, extensions, documentation or data we provide (such items, “User Software”). Operation, installation and use of User Software is governed by the terms and conditions of the separate End User License Agreement which can be viewed at http://www.vidyo.com/eula/, to which you must agree prior to any installation or use thereof. You are responsible for the selection and maintenance of any hardware device which is to be used in connection with the Service (“Hardware Devices”), including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking devices and web servers, and for the connection of all such Hardware Devices to the Internet (including bandwidth and the availability of all such connections). You expressly agree that we have no responsibility or liability to anyone with respect to such matters, or with respect to any difficulty or inconvenience that you or any User experiences attempting to utilize any item of hardware or attempting to connect any item of hardware to the Internet, except with respect to warranty or support obligations we may separately have with respect to hardware purchased or licensed from us under the explicit terms relating thereto. Vidyo, in its sole discretion, reserves the right to add/change/remove additional features or functions, or to provide programming fixes, updates and upgrades, to the User Software. You acknowledge and agree that Vidyo has no obligation to make available to you any specific or subsequent versions of the User Software.

Mobile Services: The Service includes certain services that may be accessed via a mobile device, including (i) the ability to transmit content to and receive content from the Service via a mobile device, and (ii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, the applicable wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by such carrier, and not all Mobile Services may work with all carriers or devices. You expressly agree that Vidyo has no responsibility for any such restrictions or fees imposed by any such mobile carriers.

Availability and Integrity of Service:  Vidyo will use commercially reasonable efforts, consistent with prevailing industry standards, to maintain the Service in a manner which minimizes errors and interruptions. From time-to-time the Service will be unavailable due to scheduled maintenance or for unscheduled emergencies maintenance. Vidyo will use commercially reasonable efforts to provide advance notice to you of any scheduled Service disruption.   Vidyo will not be responsible for failures or delays in the Service due to causes beyond its reasonable control including failures, latency or defects in all circuits, cabling, equipment and other connectivity infrastructure from a point at demarcation starting at the location immediately after the ingress/egress appliance at our data center up to the applicable User’s point-of-presence, or for failure or delay of performance if caused by an act of war, hostility, or sabotage, act of God, any electrical, internet, or other telecommunication outage that is not caused by us, or any government restrictions (including the denial or cancellation of any export or other license, or any law or governmental regulation that would render the provision or use of the Service impermissible in the applicable jurisdiction) (all of the foregoing are hereby deemed to be events of “Force Majeure”). Users are responsible for ensuring their own connectivity to such points-of-presence. Vidyo cannot and does not warrant or guarantee that third parties will not intercept, interfere with, or access in an unauthorized manner, information or communications sent or received as part of the Service. You expressly acknowledge that the hosting facilities used to host the Service may be anywhere in the world.

2. INTELLECTUAL PROPERTY RIGHTS; RIGHT TO USE

Our Property: The technology and software underlying the Service or distributed in connection therewith, including all User Software (collectively, “Software”), is the property of Vidyo, our affiliates, and our licensors and suppliers and is protected by copyright, patent, trademark, trade secret or other intellectual proprietary rights and laws. Any improvements to the Software or the Service including but not limited to, modifications, upgrades, fixes, derivative works and additions thereto, and any new know-how and new technical information developed or discovered by Vidyo in the course of the provision of the Service, including those based in whole or in part on any feedback, suggestions, recommendations or improvements that you may provide us, are and will be the sole and exclusive property of Vidyo (and to the extent required in connection with the foregoing, upon any delivery thereof to us you are hereby deemed to grant to us an irrevocable, perpetual, royalty-free right and license to use all such feedback, suggestions, recommendations or improvements for any purpose whatsoever). Vidyo has the express right to patent or otherwise disseminate any such improvements, new know-how and new technical information. The VIDYO logo is a registered trademark of Vidyo, Inc. in the U.S. Patent and Trademark Office and in other jurisdictions. VIDYO, the Vidyo cube icon and names of Vidyo’s products and offerings are trademarks or registered trademarks of Vidyo, Inc., in the United States and in other jurisdictions (the “Trademarks” and, together with the Software, the Service and all intellectual property rights therein and to all derivative works thereof, “Our Property”). Except as explicitly set forth herein, you expressly agrees that nothing in these User Terms or the Service will be deemed as granting, by implication, estoppel, or otherwise, any license or right to use any of Our Property without our prior written permission in each instance. All goodwill generated from the use of Vidyo Trademarks will inure to our exclusive benefit.

Right to Use: Subject to your compliance with these User Terms, we grant you a personal, revocable, non-transferable, non-assignable, non-exclusive, royalty-free right to use the Service (as well as any related Software) in order to participate in Calls. If you are an invitee to a Call and have not otherwise procured a subscription to the Service (e.g., through your organization or directly as a subscriber), this right applies only to the Call to which you were invited. If you procured access to the Service directly as a subscriber, or were provided access by a third party (e.g., through your organization), this right is expressly subject to the terms of such subscription, and will be deemed to be automatically revoked upon any expiration or termination of such subscription.

Restrictions: Except as expressly permitted herein, you will not: (i) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any of Our Property, (ii) copy, modify or make derivative works based upon Our Property, or (iii) attempt to circumvent, reverse engineer, decompile, disassemble, tamper with, or attempt to learn the source code of any of Our Property. Any use of the Service except as expressly authorized herein is strictly prohibited.

Patents; Open Source. Please be aware that Vidyo’s technology, software and products, including those used in connection with the Service, are covered by one or more issued or pending United States patents, as more fully detailed on the Patent Notice page of Vidyo’s website http://www.vidyo.com/about/patent-notices/, as well as issued and pending international patents. Portions of Vidyo’s software and products may include open source software, as further explained at http://www.vidyo.com/wp-content/uploads/Vidyo-OSS-Attributions.pdf

3. RESTRICTIONS AND RESPONSIBILITIES

Restrictions on Use: The Service may not be used in critical safety or other applications where any failure may reasonably be anticipated to result in bodily injury, loss of life, or catastrophic damage to property. The foregoing shall not limit use of the Service for healthcare applications, which shall be subject to following sentence: No representation or warranty is made that the Service can achieve: (i) unaltered transmission of still images, video images or audio; or (ii) continuous, uninterrupted and non-corrupted transmission of such still images, video images or audio, and no governmental agency or department has authorized the medical effectiveness of the Service. We make no representations or warranties, and expressly disclaim any such representation and warranty, that the Service can achieve: (i) unaltered transmission of still images, video images or audio; or (ii) continuous, uninterrupted and non-corrupted transmission of such still images, video images or audio. The Service may not be used by any User in any jurisdiction where such use, or the provision of this Service, is illegal or requires any permission, permit or license of any governmental agency or department. Use of the Service is limited to your internal business purposes, and in no event may the Service be provided to third parties, whether on a service bureau, service provider/reseller or time sharing basis or otherwise.

No Emergency Services: The Service is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency service. You agree that Vidyo is in no way liable for the use of the Service in connection with any such emergency calls.

Use by Children: Vidyo does not sell products or services to children. You will not allow children under 18 to use the Services without the involvement and the express prior consent of a parent or guardian.

Prohibited Conduct: You are expressly prohibited from engaging or assisting others in engaging in the conduct listed below in connection with your and their use of the Service:

  • accessing the Service by means of someone else’s User Account or letting anyone else access the Service by using your User Account;
  • using the Service in any manner contrary to these User Terms;
  • interfering with, disrupting, altering or destroying the Service or any of its screens, features or functions;
  • probing, scanning or testing the vulnerability of the Service or any system or network on, from or through which the Service is provided;
  • attempting to circumvent or defeat any system or network security measures on, from or through which the Service is provided;
  • removing, modifying or obscuring any proprietary rights notices that we place on the Service;
  • spidering, “screen scraping,” “database scraping,” harvesting or otherwise attempting automatic or manual means of accessing, logging-in to, obtaining data or information from the Service;
  • impersonating any person or entity or misrepresenting your affiliation with any other person or entity;
  • using the Service (i) to engage in, promote or facilitate any criminal activity, (ii) to send any unsolicited commercial communication not permitted by applicable law, (iii) to expose any other User to material which is offensive, harmful to minors, indecent or otherwise objectionable or (iv) otherwise in violation of any applicable local, state, national or international law or regulation (without limiting the generality of the foregoing, you shall not listen to or record any Calls or otherwise receive or disclose the Content of any Call in a manner that violates the Electronic Communications Privacy Act, 18 United States Code §§ 2510 – 2522 (“ECPA”) or engage in any other activity that violates the ECPA, or any similar laws or regulations of any other country, state, or other jurisdiction);
  • transmitting, distributing, disseminating, publishing or storing any information that constitutes or contains false or misleading indications of origin, endorsement or statements of fact or is fraudulent, libelous, defamatory, abusive, obscene, indecent, or harassing, or that threatens or encourages injury to persons or property or infringement of the lawful rights of any party;
  • violating the privacy rights of any party;
  • introducing harmful of malicious code (such as viruses, worms and malware); or
  • using the Service to send, relay, forward, bounce, reply, or otherwise route commercial or non-commercial unsolicited electronic messages (commonly referred to as “spam”) or commercial electronic messages, even if previously solicited by the intended recipient, including by inserting your own or a third party’s advertising, branding or other promotional content into the Service.

In addition to any other right or remedy that we may have under these User Terms or in connection with a breach thereof, we may suspend your access to and/or use of the Service if you have or we suspect you may, violate these prohibitions or, for any other reason, without prior notice and without liability to you or any other party whatsoever.

Accessibility: While we cannot guarantee that all the features and functions of the Service will be fully accessible by all people with disabilities, we are committed to making the Service available to all our users, including those with disabilities. You can help. If you notice any content, feature or function of the Service that is not accessible to people with disabilities, please email us at support@vidyo.com, with the words “Disabled Access” in the subject line and provide a description of the specific feature you feel is not accessible or suggestion for improvement. We cannot promise that we will reply to your e-mail or make the changes you suggest, but we can assure you that we take your input seriously and will evaluate it in the context of our overall accessibility design.

Disclaimer: You agree that you are solely responsible for your activities. We do not moderate or otherwise actively monitor the Calls and other activities undertaken by you in connection with your use of the Service. The comments and opinions expressed and content used by users are theirs alone and do not reflect the views of Vidyo, its management or its employees. We make reasonable efforts to enforce prohibitions on libelous, defamatory, abusive, obscene, indecent, harassing and/or threatening conduct, but some users still may make comments or display content that others will find inappropriate or offensive. You expressly agree that we are not responsible for the foregoing or the actual or alleged affect thereof on any group or individual.

Recording: You will comply with all applicable laws, whether federal, state, local or international, relating to the privacy of communication for all parties to a conversation, including advising all participants in a recorded Call that the Call is being recorded.

4. USER CONTENT

Responsibility for Communications: You are solely responsible for all information and data, including any verbal, visual, graphical, sound, textual or other content (collectively, “Content”) communicated during Calls or otherwise transmitted, disclosed, published or used in connection with the use of the Service by you (“Transmit”). You will not Transmit any Content to anyone else by means of the Service, unless by virtue of ownership of the Content or possession of a license to Transmit that Content to others you have an unconditional right to do so. You grant us a fully paid up, transferable, sublicensable, right and license to Transmit, store, modify, reformulate and otherwise use all such Content for any lawful purpose related to the provision, operation, or maintenance of the Service. You acknowledge and agree that Vidyo may at its sole discretion record and preserve Content as required for the provision, operation, or maintenance of the Service or as required by applicable law, and may disclose any such Content if in its good faith belief such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these User Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Vidyo, its employees, Users, and the public. You understand and acknowledge that the technical processing and transmission of the Service, including your Content, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices. Under no circumstances will Vidyo be liable in any way for any Content Transmitted by third parties or at your direction, including, but not limited to, for any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content Transmitted via the Service.

Objectionable Content: You acknowledge that Vidyo does not pre-screen Content, but that Vidyo and its designees will have the right (but not the obligation) in their sole discretion to refuse, block or remove any Content that is available via the Service. Without limiting the foregoing, Vidyo and its designees will have the right to block or remove any Content that violates these User Terms or is deemed by Vidyo or its designees, in their sole discretion, to be objectionable.

Copyright Complaints: The Service provides a means for users to Transmit Content between Users, and you acknowledge that Vidyo does not have the ability to monitor or determine that such Content is properly owned or licensed by the user Transmitting such Content. If you believe that any of your materials have been Transmitted as Content in a manner that constitutes the infringement your copyright in such materials, or that your intellectual property rights have been otherwise violated, you should notify Vidyo of your infringement claim in accordance with the procedure set forth below.

Vidyo will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Vidyo’s designated agent at designatedagent@vidyo.com (Subject line: “DMCA Takedown Request”) (the “Designated Agent”). You may also contact the Designated Agent by mail at

Vidyo, Inc.
Attn: Designated Agent (c/o Legal Department)
433 Hackensack Ave, Hackensack, NJ 07601

To be effective, the notification must be in writing and contain the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.

Counter-Notice: If your Content was removed (or access thereto was disabled) by us in connection with a request made to us pursuant to the above, and you believe that such Content is not so infringing, or that you have the appropriate authorizations and licenses from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to transmit and use such Content, you may send a written counter-notice (at the electronic or physical addresses noted above) containing the following information to the Designated Agent:

  1. your physical or electronic signature;
  2. identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  3. a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  4. your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the State of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Vidyo will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the applicable Content, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Vidyo has adopted a policy of terminating, in appropriate circumstances and at Vidyo’s sole discretion, users who are deemed to be repeat infringers. Vidyo may also at its sole discretion limit access to the Service and/or terminate all such access to the Service for any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5. PRIVACY AND COOKIES

Vidyo respects the privacy of our users. It is important that you understand our current practices with respect to the collection, use, sharing and protection of any personal information collected in connection with the use of the Service by you, including any Content associated with your User Account. By using the Service, you consent to our collection and use of such information as outlined in our Privacy Policy located at http://www.vidyo.com/privacy-policy/ (copies of which are also available from us by mail, by contacting customer service at support@vidyo.com). You agree to provide and maintain true, accurate, current and complete information about yourself as required by the Service (e.g., your name, email address and such other information for which the Service may prompt in connection with participating on a Call). This information is transferred to and retained on servers located in the United States.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services. You understand and agree that Vidyo may contact you via e-mail or otherwise with information relevant to your use of the Service, regardless of whether you or they have opted out of receiving advertising notices from us.

The Service uses cookies. You expressly consent and agree to the use of cookies by Vidyo as provided in our Privacy Policy, available as noted above.

6. RELEASE AND LIMITATION OF LIABILITY

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY OTHER PERSON OR ENTITY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER RELATING TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, PERFORMANCE, SERVICE AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE, TIMELINESS, ACCURACY OF RESULTS OF ANYONE’S USE OF THE SERVICE, SERVICE SECURITY, SERVICE RELIABILITY, FREEDOM FROM ERROR, COMPLETENESS, SATISFACTION OF USER REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS ONLY. NO ADVICE OR INFORMATION THAT WE PROVIDE YOU OR ANY OTHER PERSON OR ENTITY SHALL CREATE ANY REPRESENTATION OR WARRANTY ON OUR PART.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY WHO USES, OR ATTEMPTS TO USE, ANY ASPECT OF THE SERVICE UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OUR PERFORMANCE OR FAILURE OF PERFORMANCE OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NOR SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY WHO USES, OR ATTEMPTS TO USE, ANY ASPECT OF THE SERVICE FOR ANY INJURY THAT YOU OR ANY OTHER PERSON OR ENTITY SUFFERS AS A RESULT OF (A) ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY CALL, OR ANY LOSS, INACCURACY OR CORRUPTION OF CONTENT TRANSMITTED ON ANY CALL, (B) ANY FAILURE OF THE SERVICE, (C) ANY ACTS OR OMISSIONS OF ANY THIRD PARTY, (D) ANY OTHER INJURY SUFFERED AS A RESULT OF THE USE OF OR OPERATION OF THE SERVICE, OR (E) ANY INFRINGEMENT CLAIM THAT ARISES OUT OF CONTENT THAT IS TRANSMITTED BY THE SERVICE. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY HEREUNDER TO YOU FOR ANY INJURY, DAMAGES OR LOSS THAT YOU SUFFER AS RESULT OF, OR IN CONNECTION WITH, YOUR USE OF THE SERVICE EXCEED THE LESSER OF (X) THE AGGREGATE AMOUNT ACTUALLY PAID TO VIDYO BY YOU FOR THE SERVICE DURING THE PRECEDING TWELVE (12) MONTHS AND (Y) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR THESE USER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

You release us, and agree to indemnify, defend and hold harmless us, or subsidiaries and affiliates and their respective officers, employees, directors, employees, agents, advisors, successors and assigns from and against any and all third party claims, damages, liabilities, losses, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses) suffered or incurred thereby that arise out of or relate to (i) your use of the Service, (ii) violation by you of any of the prohibitions set forth in these User Terms, (iii) any Content Transmitted on any Call which you initiate or on which you participate, (iv) the reliance by anyone on any Content Transmitted by means of the Service, or your connection to the Service.

7. EXPORT CONTROL

You will not use of the Service in or from any country subject to U.S. government embargo (including as designated by the Office of Foreign Asset Control of the Treasury Department (“OFAC”) and the Department of Commerce (“DoC”) or any successor or designee agencies thereof). You represent and warrant to us that you are not an individual that is prohibited, denied or debarred by the U.S. government, including as designated by OFAC and/or DoC. The Service may be subject to restrictions and controls imposed by the United States Export Administration Act and other applicable transfer controls of the U.S. government or the government for any other country in which you or any other participant is located at the time of a Call (“Import/Export Controls”), and you agree that you will not use the Service in any location that is prohibited by such restrictions and controls. If we have obtained special Import/Export Control licenses or otherwise are actually aware of restrictions imposed by the Import/Export Controls, we will make commercially reasonable efforts to inform you thereof. Except for that obligation, you are otherwise solely responsible for determining whether use of the Service in a non-U.S. jurisdiction is permissible therein and your indemnity obligations hereunder includes the duty to indemnify us from claims arising from your use in violation of the Import/Export Controls and/or local laws.

8. GENERAL

The parties to these User Terms are independent contractors with respect to your use of the Service and nothing herein shall be construed to create a partnership, joint venture or agency relationship. You may not assign your rights under these User Terms to any third party without our prior written consent and any such purported assignment will be null and void ab initio. We may assign these User Terms to any third party without your consent. These User Terms are governed by, and will be construed according to the laws of the State of New York, United States of America, without regard to conflict of laws rules that would otherwise apply laws of any other state or jurisdiction. You and we hereby consent to exclusive personal jurisdiction and venue in the federal and state courts located in New York. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action and we each waive any right that either of us may possess to a jury trial in connection with any and all disputes arising out of or related to these User Terms. You and we each waive any right that either of us may possess to a jury trial in connection with any and all disputes arising out of or related to these User Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or these User Terms must be filed within one year after such claim or cause of action arose or be forever barred. Neither party shall be deemed to have waived any right hereunder unless you or we do so in writing. The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision. Any provisions of these User Terms which by their nature should survive the expiration or termination of these User Terms and the use of the Service shall survive such expiration or termination, and shall apply to the parties’ respective successors and permitted assigns. These User Terms, together with the applicable subscription order form and integrated terms (if any) constitutes the entire understanding of the parties hereto with respect to the matters contemplated hereby, supersedes all previous understandings and agreements between the parties concerning the subject matter hereof and cannot be amended except in writing, in accordance with their respective terms. You and we do not intend to have these User Terms confer any rights or privileges upon any third parties except our licensors and suppliers. Accordingly, there are no third party beneficiaries of these User Terms except our licensors and suppliers. Vidyo’s performance of the Services is subject to existing laws and legal process, and nothing contained in these User Terms shall prevent Vidyo from complying with governmental, judicial and law enforcement requests or requirements relating to your use of Vidyo’s website, the Service or information provided to or gathered by Vidyo with respect to such use.

9. CHANGES TO THESE USER TERMS

We may change these User Terms at any time, so we recommend that you review these User Terms in connection with each use of the Service. Your continued use of the Service shall constitute your acceptance of the then-current version of these User Terms. Should you find the Service or these User Terms unacceptable at any point, your sole recourse shall be to cease using the Service.

September 28, 2016