All the legal documents for Vialog
Last updated: 14 January, 2021
We are delighted you’ve decided to use our products and services, all of which we refer to simply as the “Services.”
We’ve drafted these Terms of Service (which we simply call the “Terms”) so that you’ll know the rules that govern our relationship with you. Although we have tried our best to minimize the legalese in setting out the Terms, there are places where these Terms may read like a traditional contract. There’s a good reason for that: These Terms do indeed form a legally binding contract between you and Vialog Ltd which governs the use of Vialog. Please read the terms carefully.
Our Services instantly connect people everywhere allowing them to communicate and collaborate in new ways about matters meaningful, frivolous and everything in between. Vialog Services (hereinafter, “the Services”, “Services”, “our Services”, “we”, “vialog”, “Vialog”) allow guests and registered users to post a video, which is 60 seconds of length or less, that is public by default, and can include other content such as video transcript or location metadata. Our Services are primarily designed to help you share information, in the form you choose, with the world. Most of the information you provide us through the Services is information you are asking us to make public. What you publish on the Services may be viewed all around the world instantly.
By using the Services, you agree to the Terms. If you do not agree with the terms, please don’t use the service.
ARBITRATION NOTICE: WE WANT TO LET YOU KNOW UP FRONT THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND VIALOG AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND VIALOG WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Vialog is about sharing opinions, ideas and insights. Our goal in creating these rules is to accommodate the broadest range of self-expression while balancing the need of Vialog users to be able to use our service safely and enjoyably.
Be thoughtful about what you share. Keep it legal. Help us foster this community. Don’t use Vialog for any illegal purpose. What not to share:
If you violate these rules, we may remove the offending content or terminate your account.
If you see something that you think may violate our guidelines, please contact us.
Accounts under investigation may be temporarily unavailable. Vialog reserves the right to immediately terminate your account without further notice in the event that, in its judgment, you have violated any aspect of these Rules or the Terms of Service.
Please take these Rules seriously and honor them in the spirit in which they are intended. The Rules will change, evolve evolve and be updated along with the Vialog community. We will do our best to enforce them consistently and fairly, and ultimately we’ll try to do what we think is best in each situation, at our own discretion.
Users can flag a video to report it to system administrators by clicking on the flag icon on any video that they started watching by pausing it.
Vialog welcomes comments, questions, concerns and suggestions. Please contact us at firstname.lastname@example.org and we will be happy to discuss with you.
You must be at least 13 years old to use the Service.
By using the Services, you state that:
Vialog grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Service’s benefits in a way that these Terms and our usage policies, such as our Community Guidelines, allow.
Vialog is automatically providing you with the latest version and features of our tool.
You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.
Many of our Services let you create, upload, share, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a license to use that content for the duration of the period that it would otherwise attract protection under copyright or other intellectual property rights in law. How broad that license is depends on which Services you use and the Settings you have selected.
For all Services you grant Vialog a worldwide, royalty-free, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, sell and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones.
You also grant us a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, publicly perform, and publicly display content you upload, in any form and in any and all media or distribution methods (now known or later developed). Vialog will endeavor to not use this content to libel, defame or slander. To the extent it’s necessary, you also grant Vialog and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice with the video that you appear in, create, upload or post. This means, among other things, that you will not be entitled to any compensation from Vialog or our business partners if your name, likeness, or voice is conveyed through our Services. We may share handpicked videos for marketing purposes and use it to promote the Services.
While we’re not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including if we think your content violates these Terms. You alone though remain responsible for the content you create, upload, post, or store through the Service. Vialog is not a backup service and you agree that you will not rely on the Service for the purposes of content backup or storage. Nor will you post any copyrighted material or any other audio or visual content that you do not fully own.
The Services may contain advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or any other information. The types and extent of advertising by Vialog are subject to change. In consideration for Vialog letting you access and use the Services, you agree that Vialog, its affiliates, and third-party partners may place advertising on the Services. This may appear next to or top on your video content. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
Much of the content on our Services is produced by users, publishers, and other third parties. The content is the sole responsibility of the person or organization that submitted it. Although Vialog reserves the right to review all content that appears on the Services and remove any content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Services.
Through these Terms and our Community Guidelines, we make clear that we do not want the Services put to immoral purposes. But because we do not review all content, we cannot guarantee that content on the Services will always conform to our Terms or Guidelines. We take the need to protect the most vulnerable members of society seriously and will respond, as soon as possible, to any complaint involving minors.
Vialog respects the rights of others. And so should you. You therefore may not upload, post, or store content that:
Help us foster this community. Don’t use Vialog for any illegal purpose. Please refer to the What not to share section of the Community Guidelines as set out above.
You must also respect Vialog’s rights. These Terms do not grant you any right to:
In short: You may not use the Services or the content on the Services in ways that are not authorized by these Terms. Nor may you help or enable anyone else in doing so.
Vialog Ltd, in operating Vialog will take reasonable steps to expeditiously remove from our Services any infringing material of which we become aware. And if Vialog Ltd becomes aware that one of its Vialog users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account and access to our services.
We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright please write an email to email@example.com
If you report a video, you must follow up with the following information to allow us to deal with your report:
We try hard to keep our Services a safe place for all users. But we can’t guarantee it. That’s where you come in. By using the Services, you agree that:
We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws. And never put yourself or others in harm’s way just to capture a video.
You are responsible for any activity that is uploaded from any device you own or occurs in your account. So it’s important that you keep your devices and account secure. By using the Services, you agree that, in addition to exercising common sense:
You are responsible for keeping your account in accordance with these Terms of Service and any updates we may issue from time to time.
If you think that someone has gained access to your account, please immediately reach out to our Support team at firstname.lastname@example.org
You are responsible for any mobile charges that you may incur for using our Services, including all data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
Although it is Vialog’s intention for the Service to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Vialog is not responsible or liable for those third party’s terms or actions taken under the third party’s terms.
We’re relentlessly improving our Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.
While we hope you remain a lifelong user of Vialog, you can terminate these Terms at any time and for any reason by deleting any of your videos or your account. If you need help with deleting your videos or account, please contact email@example.com
Vialog may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use the Services. For example, we may deactivate your account due to prolonged inactivity, or if your videos or profile has repeatedly been flagged.
Regardless of who terminates these Terms, both you and Vialog continue to be bound by Paragraph 3 of Section 2 (Rights We Grant You), Section 3 (Rights You Grant us), Section 6 (Respecting Other People’s Rights).
You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless Vialog, our directors, officers, employees, partners, representatives and volunteers and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including legal’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.
We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE VIALOG ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY VIALOG CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.
VIALOG TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH VIALOG WILL BE RESPONSIBLE FOR.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIALOG AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF VIALOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VIALOG’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF £10 OR THE AMOUNT YOU PAID VIALOG, IF ANY, IN THE LAST 12 MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Time Limitation on Claims: You agree that any claim you may have arising out of or related to your relationship with Vialog must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Vialog provides.
When acting as Community Managers or in any and every aspect of their contractual or other relationship with Vialog Community Managers are natural persons who may or may not hold themselves out as representing a company or institution. Once registered on the on the vialog.io, they can sign in to add new discussions, edit the details of the discussion shown and moderate and manage the submitted videos.
Each text form of the Vialog widgets (including but not limited to labels, Call-to-Actions, etc.) should be in line with our Community Guidelines.
Community Managers should carefully review each video submitted in line with Vialog terms before publishing. All published videos are the sole responsibility of the Community Managers and Vialog is not responsible or liable for any and all material in any form published on the pages of Community Managers and the wider public internet.
We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Vialog provides. This includes, but is not limited to our right to refuse service, withdraw service, and/or limit service to any person(s) posting in any manner, including re-posting the following:
For the avoidance of doubt, this includes anyone acting as a Community Manager or posting videos with the credentials of a Community Manager.
Anyone acting as a Community Manager is solely responsible for what appears on their video discussions, no matter which webpage they are embedded. Vialog will, when it considers it appropriate, contact the relevant authorities to alert them of criminal activity on a Community Manager’s video discussions. Vialog will, when requested, furnish material to law enforcement agencies when requested to do so.
Community Managers are solely responsible for activity on their video discussions including any activity that may attract criminal sanction in their country of residence anywhere in the world that their video discussions may be viewed.
We are working to develop a document explaining our definitions of the above terms and our enforcement mechanisms more fully. We will post this document when it becomes available here in this same page available on https://vialog.io/terms. In the meantime, all of the terms used shall take their ordinary meaning.
By using the Services you agree that Vialog, its parents, affiliates, related companies, officers, directors, employees, agents representatives, partners and licensors, liability is limited to the maximum extent permissible in your country of residence.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH VIALOG, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Vialog agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the Courts of England and Wales. You and Vialog consent to the personal jurisdiction of both courts.
Except to the extent they are preempted by the laws of England and Wales, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services.
For example, video files are not part of your subscription. There is an additional charge for obtaining a copy of the video files to use outside the Vialog environment. For more information and custom pricing of the video downloads, please contact firstname.lastname@example.org.
When reusing and repurposing Vialog videos the Community Manager must make sure that Vialog Terms of Service applies. If anyone other than the Community Manager deals with Vialog videos (third party sharing or handling video files) does this, it is the Community Manager's liability to make sure that they are operating within Vialog’s Terms of Service and according to any instructions they may receive from Vialog.
As stated above, our Services are primarily designed to help you share information, in the form you choose, with the world. Most of the information you provide us through the Services is information you are asking us to make public. What you publish on the Services may be viewed all around the world instantly.
Your Privacy Matters. Vialog is constantly evolving and adding new features. On Vialog, you share your content publicly which will be prioritised to the people who follow you or the discussion thread you got involved in.
When you use these services, and any others we roll out, you will inevitably share some information with us. We understand that can affect your privacy. So we want to be clear about the information we collect, how we will use it, with whom we will share it with, and the choices we give you to control, access, and update your information.
There are three basic ways we collect information:
Information You Choose to Give Us
Information We Get When You Use Our Services
Usage Information. We collect information about your activity through our services. For example, we may collect information about:
Camera and Microphone.
Information Collected by Cookies and Other Technologies.
Data sets are videos, video metadata and user information.
The Services may also contain third-party links and search results, include third-party integrations, or be a co-branded or third-party-branded service that’s being provided jointly with or by another company. By going to those links, using the third-party integration, or using a co-branded or third-party-branded service, you may be providing information (including personal information) directly to the third party, us, or both. You acknowledge and agree that we are not responsible for how those third parties collect or use your information. As always, we encourage you to review the privacy policies of every third-party website or service that you visit or use, including those third parties you interact with through our services. You can find the Subprocessors list on this page.
Vialog lets you capture videos that become part of a global, thread-driven discussion. On our end, that means that we transcode, store and stream your videos on our servers. If you submit content to one of our inherently public services, we may retain the content indefinitely or until you revoke your permission from us.
Vialog is not responsible for retaining the content of customers who have failed to pay their subscription. We reserve the right to delete your content 4 months after your last payment.
We want you to be in control of your information, so we provide you with the following tools.
Regarding security provisions, our tool technically is within a closed environment (iframe) when it is embedded on your website. We do not access other elements on your website and rest assured, we do not create any security risks for you as our client. With your account as a Community Manager, on the my.vialog.io Dashboard you can access 1) the submitted videos for publishing on the Video Management page and 2) all other customisable elements of our tool on the Discussion Settings.
Additionally, some companies may use the information they collect on our services to deliver targeted advertisements on behalf of us or other companies, including on third-party websites and apps.
Although we welcome Vialog users from all over the world, keep in mind that no matter where you live or where you happen to use our services, we operate our services from the United Kingdom. This means that we may collect your personal information from, transfer it to, and store and process it in the United Kingdom, Ireland, Hungary, and other countries whose local data-protection and privacy laws may offer fewer protections than those in your country of residence or from any country where you use or access the services.
Our services are not intended for, and we do not direct them to, anyone under 13. And that’s why we do not knowingly collect personal information from anyone under 13.
If you are located in the European Union or EFTA States, you can confidently contact Vialog’s Data Protection Officer at email@example.com email. If you wish to raise a concern about our use of your information (and without prejudice to any other rights you may have), you have the right to do so with your local supervisory authority or Vialog Ltd’s lead supervisory authority, the UK’s Information Commissioner’s Office (ICO). You can contact them via this link.
Last updated: 22 October, 2021
1.1 - In this Agreement, unless the context otherwise requires, the following words have the meanings set forth below:
“Commencement Date” means the date of last signature (or digital equivalent) of this Agreement.
"Customer Data" means all data that is supplied by Customer to Vialog, and/or that is processed or used by Vialog on behalf of Customer.
“Data Protection Legislation” means any applicable statute, rule, regulation, order, directive, law, trade agreement, administrative or regulatory guidance, constitution, treaty, or other requirement of or by any legislative, administrative, judicial, or other government authority governing the protection and/or processing of personal data and on the free movement of such data, which applies to either party’s processing activities under this Agreement.
“Data Protection Legislation” may include EU General Data Protection Regulation 2016/679 (“EU GDPR”); United Kingdom General Data Protection Regulation (“UK GDPR”); Privacy and Electronic Communications Directive 2002/58/EC (”ePrivacy Directive”); the Data Protection Act 2018; the Privacy Act 1988 (Cth); as well as any applicable laws or regulations amending or implementing any of the foregoing.
“Extended Term” means the period following the end of the Initial Term.
“Fees” means the charges for the Services calculated in accordance with the Subscription Form. For the avoidance of doubt, “Fees” do not include Commissions. Fees shall be paid in the currency indicated in the Subscription Form.
“Force Majeure Event” means any event beyond the reasonable control of a party including, without limitation, acts of God, war (whether or not declared), riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm.
“Implementation Services” means the services provided by Vialog to Customer to implement the System, as set out in the Subscription Form.
“Initial Term” means the period starting from the Last Payment Date (as defined in the Subscription Form) and continuing for the period set out in the Subscription Form.
“Intellectual Property Rights” means and includes: (a) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright, moral rights, databases, domain names, and including the benefit of all registrations of, applications to register each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; (b) trade secrets, confidentiality and other proprietary rights including rights to know how; and (c) all other intellectual property rights and forms of protection of a similar nature or having equivalent or similar effect and protection and which may subsist anywhere in the world.
“Last Payment Date” means the first day of the period for which the Customer is paying for the Services, as identified in the Subscription Form.
“Personal Data” means information within the meaning of ‘personal data’, ‘personal information’, or ‘personally identifiable information’, as such terms (or any similar term) are defined under applicable Data Protection Legislation.
"Subscription Form" means the document detailing the key commercial terms of the agreement between Vialog and Customer which shall include these Customer Terms. The direct link to the Subscription Form is this: https://my.vialog.io/settings/subscription;
“Vialog Data” means all data, other than Customer Data, processed by Vialog under or pursuant to this Agreement, including, for the avoidance of doubt, any contact details of Partners submitted through the System.
“Related Company” means any subsidiary, affiliate, or other entity that controls, is controlled by, or is under the common control of, either party.
"Service" means the operation, management, and provisioning of the System, as well as the associated services, including Support, provided by Vialog to Customer in accordance with the terms of this Agreement (as may be varied from time to time in accordance with this Agreement).
"Service Levels" means the standards to which Vialog shall provide the Services as set out here: https://vialog.io/pricing
“Support” means the support services provided by Vialog to Customer in accordance with the Service Levels.
"System" means the Product specified in the Subscription Form, and all other assets and/or know how owned and/or developed by Vialog and provided for use in "engageTech" services that are not exclusively provided for Customer but also used to provide services to unrelated third-party companies on a shared platform.
“Term” means the period commencing on the Commencement Date and continuing for the Initial Term and any Extended Terms.
“User” means any employee contractor, or representative of Customer who is authorized by Customer to access and use the System as provided herein.
1.2 - In the event of any conflict between these Customer Terms, and the Subscription Form, the following order of precedence shall apply: the Subscription Form, then the Customer Terms.
This Agreement shall be effective as of the Commencement Date and continue for the Term, unless earlier terminated in accordance with the terms herein. At the end of the Initial Term, this Agreement will automatically renew for one or more Extended Terms, unless either party provides written notice to the other party, at least 90 days before the end of the Initial Term or any Extended Term (as applicable), that it declines to renew the Agreement.
3. 1 - In accordance with the terms and conditions set out in this Agreement, Vialog will make the Service available to Customer during the Term, in accordance with the usage limitations set forth herein and solely for Customer’s internal business purposes. The Services shall be provided in accordance with the Service Levels.
3.2 - As part of Vialog’s product development cycle Vialog may, from time-to-time, and at its sole discretion, make new functionality available to Customer.
3.3 - As part of Vialog’s product development cycle Vialog may, from time-to-time, at its sole, but reasonable, discretion and on no less than thirty (30) days’ notice in writing, modify or withdraw existing functionality provided that any such modification or withdrawal will not adversely affect either party’s ability to perform its obligations under the Agreement.
3.4 - Each party shall promptly supply the other party with all information and assistance it may reasonably require for the proper performance of its obligations under this Agreement. If either party fails to do so, the other party will not be liable for any breach of this Agreement by it, if such breach was caused in part or in whole by such failure.
3.5 - This Agreement is not exclusive with respect to Vialog’s ability to provide the Services to other customers, including parties that may compete with Customer in the marketplace.
3.6 - Customer is solely responsible for determining whether the features and functionality of the System meet Customer’s technical, business, or regulatory requirements. Customer understands and acknowledges that it remains solely responsible for its regulatory compliance in connection with its use of the System.
Vialog and Customer shall use commercially reasonable efforts to fulfil their respective obligations as set out in the Subscription Form so as to complete the Implementation Services in a timely manner.
5.1 - In accordance with the provisions of the Subscription Form and in consideration for the provisioning of the Services, Customer shall pay the Fees to Vialog.
5.2 - Customer shall pay all invoices within thirty (30) days of the invoice date, in the currency and to the bank account stated on the invoice, and shall submit corresponding remittance information to Vialog. If Customer fails to provide remittance information, payments may be applied against the oldest outstanding invoice(s); such allocations will not be reversible, once made. All Fees and any other sums payable under this Agreement shall be paid in cleared funds to such bank account as Vialog may specify from time to time, without any set-off, deduction, or withholding, except any tax which Customer is required by law to deduct or withhold.
5.3 - If Customer fails to pay in full any of the Fees or any other sum payable under this Agreement on the date or within the period specified for payment:
5.4 - Vialog reserves the right to increase the Fees.
Customer will use the System solely in accordance with the product description (as may be updated from time to time) at https://vialog.io/pricing . Customer will not (and will not authorise, permit, or encourage any User or any third party to):
7.1 - Each party represents and warrants that, as of the Commencement Date and throughout the Term:
7.2 - Vialog represents and warrants to Customer that, as of the Commencement Date and throughout the Term:
7.3 - Each party hereby warrants to the other that, save to the extent that any infringement of Intellectual Property Rights arises from or in connection with a breach by the other party, or any of the other party’s subcontractors, of its obligations under this Agreement, the performance of its obligations or duties or exercise of any rights under this Agreement will not infringe, violate, or misappropriate the Intellectual Property Rights of any third party, either in whole or in part.
7.4 - The warranties in this Section 7 are in lieu of all other warranties, express, implied, or statutory, and all other warranties are expressly disclaimed to the maximum extent permitted by law. Customer acknowledges that it has not relied on any representations made prior to the effective date of this Agreement other than as expressed herein. Vialog disclaims all warranties of any kind that the System will be uninterrupted or error-free.
8.1 - All Intellectual Property Rights in and to any of the System remain with Vialog and/or its licensors, and Customer acknowledges that any modification or enhancement relating to the above vests in and shall remain with Vialog and/or its licensors.
8.2- All Intellectual Property Rights in and to Customer’s Intellectual Property, remain with Customer and/or its licensors. Vialog acknowledges that any modification or enhancement relating to the above vests in and shall remain with Customer and/or its licensors.
8.3 - Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Agreement.
8.4 - The Terms of Service to which the parties are subject establish the responsibility for, ownership of and use of the video content generated by end-users and licensed to Customer to use on Vialog's System. For the avoidance of doubt it is the sole and absolute responsibility of the Customer to make sure that all videos it publishes from such end-users are in line with the Terms of Service.
Each party shall implement appropriate technical and organizational measures to protect Customer Data against (i) accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing; and (ii) the risks presented by the processing of Customer Data in connection with the Service.
10.1 - Vialog may use Customer Data in an aggregated, statistical form for any commercially reasonable purpose, and all Intellectual Property Rights in any modification or enhancement to the System resulting from such use shall be owned by Vialog.
10.2 - Subject to Section 10.1 above, Vialog acknowledges that Customer reserves all Intellectual Property Rights that may subsist in Customer Data.
10.3 - Customer acknowledges that Vialog reserves all Intellectual Property Rights that may subsist in Vialog Data.
10.4 - Customer shall not include, and to the extent permitted by applicable Data Protection Legislation, Vialog assumes no responsibility or liability for, any Personal Data of its end customers/users within the data that Customer sends to Vialog.
10.5 - Each party shall comply with all Data Protection Legislation applicable to its own processing activities under or pursuant to this Agreement. Without limiting the foregoing, Vialog will not sell any Personal Data (within the meaning of the CCPA) or retain, use, or disclose Customer Personal Data outside of the direct business relationship between Vialog and Customer. Vialog shall use Personal Data solely for the purposes of providing the Services to Customer as set forth in this Agreement.
11.1 - A party shall not use or disclose any business, employee or customer information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of or pursuant to entering into this Agreement ("Confidential Information") except as strictly necessary to perform its obligations or exercise its rights hereunder provided that this obligation shall not apply to Confidential Information which:
11.2 - To the extent Confidential Information of the other party is required to be disclosed to a court or a body having similar authority, the required party may disclose only such portions of the Confidential Information that it is advised by counsel is required, provided that the disclosing party is given prompt notice and, is afforded a reasonable opportunity to seek a protective order or other protective relief.
11.3 - To the extent Confidential Information of the other party is required to be disclosed:
the required party may, with the consent of the other party (such consent not to be unreasonably withheld or delayed), disclose only such Confidential Information as is necessary for the intended purpose provided that the receiving party uses reasonable endeavours to protect the Confidential Information.
12.1 - Either party can terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 14 days of receiving written notice of the breach. Customer's failure to pay Vialog any Fees or other amounts due hereunder in a timely manner shall be deemed a material breach.
12.2 - Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
12.3 - On termination or expiration of this Agreement, for whatever cause:
12.4 - Provisions of this Agreement that by their nature continue beyond the expiration or termination of this Agreement, and those provisions that are expressly stated to survive termination, shall survive the termination or expiration of this Agreement, including, but not limited to, Section 8 (Intellectual Property Rights), Section 10 (Data Management and Use), and Section 11 (Confidentiality).
13.1 - A party shall not be in default of this Agreement on account of, nor shall it be liable to the other party for, any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to a Force Majeure Event, provided that the party relying on this Section 14:
13.2 - If the Force Majeure Event continues for more than forty-five (45) days after the commencement of the Force Majeure Event then either party may terminate this Agreement by giving not less than 30 (thirty) days’ notice in writing to the other party.
14.1 - Neither party will be liable to the other for any special, incidental, indirect, punitive, or consequential damages (including lost profits or lost business), without regard to the theory or cause of action on which a claim is based and without regard to whether or not the party has been apprised of the possibility of such damages. This provision shall not limit Customer’s obligations to pay any fees owed under this Agreement.
14.2 - The aggregate liability of Vialog arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be no greater than the Fees paid or payable to Vialog in the 12 months preceding the date of the event on which the claim is based (such amount to be prorated in the event the Agreement has been in effect for less than 12 months from such date). The foregoing limit shall not apply to: (a) any claim based on death or personal injury caused by Vialog gross negligence or that of its employees, agents, or subcontractors; or (b) any claim that cannot be excluded by operation of law in the jurisdiction in which Customer is located.
15.1 - Customer shall defend, indemnify, and hold harmless Vialog against all claims, liabilities, suits, losses, damages, expenses, and other liabilities (including without limitation costs and reasonable legal fees) suffered or incurred as a result of any claims from any third parties (“Customer Claims”) relating to or arising from: (a) any breach by Customer of its warranties under Section 7 of this Agreement, or (b) claims against Vialog as a result of following Customer instructions regarding Personal Data. Customer’s indemnification obligations hereunder shall not apply to any Customer Claim that arises due to any breach by Vialog of this Agreement.
15.2 - Vialog shall defend, indemnify, and hold harmless Customer against all claims, liabilities, suits, losses, damages, expenses, and other liabilities (including without limitation costs and reasonable legal fees) suffered or incurred as a result of any claims from any third parties relating to or arising from: (a) any breach by Vialog of its warranties under Section 7 of this Agreement; (b) any breach by Vialog of Section 10 (Data Management and Use) or Section 11 (Confidentiality) of this Agreement; or (c) infringement of a third-party’s Intellectual Property Rights.
Any notice to a party under this Agreement shall be in writing, signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be e-mailed, left at, or sent by prepaid first class airmail post or prepaid airmail recorded delivery to the address of the party as set out in the Subscription Form or as otherwise notified in writing from time to time. In the case of notices sent via e-mail these shall be followed by a hard copy posted to the head office of the receiving party. All notices hereunder e-mailed to Vialog shall be sent to: firstname.lastname@example.org.
17.1 - Each party shall have the right to publicise the existence of this Agreement and the commercial relationship between the parties (which, for the avoidance of doubt, may involve the issue of press releases) but shall not disclose the commercial terms of this Agreement (including the Subscription Form). Vialog may use Customer’s name and logo in any publicity under the terms of this Section 17.
17.2 - Customer shall make commercially reasonable efforts to support Vialog marketing activities, including but not limited to video testimonials provided by senior representatives of both parties.
This Agreement sets out the entire agreement and understanding between the parties, and supersedes all prior written or oral agreements made by or on behalf of Customer and Vialog in relation to the subject matter hereof. Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties, and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties but, shall not be assignable by either party without the prior written consent of the other party; provided, however, that either party may assign any or all of its rights and obligations hereunder to any Related Company, or in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), upon prior written notice without the consent of the other party.
20.1 - To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
20.2 - Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
20.3 - No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
20.4 - Nothing in this Agreement shall be construed as creating a partnership between the parties or as constituting any party as the agent of any other party for any purpose whatsoever and no party shall have the authority or power to bind the other party or to contract in the name of or create a liability against any other party in any way or for any purpose.
20.5 - This Agreement may be executed by electronic signature, or in such other manner as agreed by the parties and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20.6 - Save as expressly permitted in this Agreement a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
20.7 - This Agreement may not be amended unless agreed in writing and signed by both parties.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of London, England in any dispute arising out of or relating to this Agreement.
Last updated: 19 May 2021
IT IS AGREED AS FOLLOWS:
Supplier will ensure that persons authorised to Process the Customer Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Supplier has implemented and will continue to implement in relation to the Customer Personal Data appropriate technical and organizational measures (as set out in Appendix 2) to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32 of the UK GDPR. In assessing the appropriate level of security, Supplier has taken and will continue to take account of the risks that are presented by Processing, in particular from a Personal Data Breach.
SIGNED on behalf of the Customer
SIGNED on behalf of the Supplier
Name: David Sarlos
Company Name: Vialog Ltd
Company Number: 08306815
Official Address: Level 37, 1 Canada Square, Canary Wharf, London, E14 5AA, United Kingdom (VAT: GB165395678)
This Appendix 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) UK GDPR.
The subject matter is:
The provision of Services by Supplier to the Customer, and including any or all of the following Processing activities:
The obligations and rights of Customer are set out in the Agreement and this DPA.
Customer authorises the following Subprocessors in accordance with clause 7.1 of this DPA:
Customer instructs Supplier to process Customer Personal Data as reasonably required for Supplier to provide the Services stated above to Customer including:
Customer instructs Supplier to require partners to comply with applicable requirements of e-privacy law in respect of the storage of information in terminal equipment or access to information in terminal equipment where such storage or access is necessary for the Services.
Supplier has technological safeguards in place according to Article 32(1) of the UK GDPR and equivalent articles under current or equivalent Data Protection Laws to provide the following:
Supplier’s security measures shall include, at a minimum:
These measures are kept up to date and revised whenever relevant changes are made to the information system that uses or houses Personal Data, or to how that system is organised.
Supplier and its subsidiaries will maintain adequate security systems at all sites at which an information system that uses or houses Customer Personal Data is located. Supplier reasonably restricts access to such Personal Data appropriately.
Supplier maintains network security using commercially available equipment and industry standard techniques, including firewalls, access control lists and routing protocols.
Supplier installs and maintains anti-virus and malware protection software on its workplace devices.
Supplier implements a security awareness program to train personnel about their security obligations. This program includes training about data classification obligations; physical security controls; security practices and security incident reporting. Supplier conduct background screening on all prospective employees.
Supplier implements appropriate disaster recovery and business resumption plans.
Supplier limits access and regularly rotates security keys.
Last updated: 1 May 2022