Vizrt License and Service Agreement 2024.1
This document outlines the terms and conditions governing the licensing of software, subscription to hosted services, and provision of hardware, support, and professional services. It applies to all orders made for products, hosted services, support services, and professional services including your use thereof.
License and Services Agreement
This License and Services Agreement (“Agreement”) is entered into between the Vizrt entity (“Vizrt”) and the end user (“You”, “Your”), both specified in the Quotation and is effective as of the date signed or accepted by You. This agreement will allow You to license on-premise software, subscribe to hosted services and to procure hardware, support and professional services.
- DEFINITIONS
In this Agreement, these terms shall have the following meaning:
“Equipment” means any hardware product delivered to You by Vizrt, as specified in the Quotation.
“Professional Services” means system design, configuration and installation work and training services as described in the
applicable statement of work (SOW”).
“Quotation” means the quotation issued by Vizrt to You with respect to the supply of Vizrt Products, Hosted Services,
Support Services and Professional Services.
“Products” means Software and Equipment, as specified in the Quotation.
“Software” means software provided by Vizrt to You as specified in the Quotation.
“Hosted Services” means Vizrt services made available to You over the internet from servers operated by Vizrt or third-party
service provider.
“Support Services” means the support and maintenance services as described in the Vizrt Global Support Handbook. - ORDERS
2.1 This Agreement applies to all orders by You for Products, Hosted Services, Support Services and Professional Services. You
agree that Your use of the Products, Hosted Services, Support Services and Professional Services is governed by this
Agreement by accepting the Quotation or by clicking “accept” when downloading or installing the Software. In the event of
any conflict between this Agreement and any other agreement affixed to a form, order, blank acceptance or counter-offer,
this Agreement shall apply and no other agreement or terms and conditions shall be of force or effect. Vizrt’s failure to
object to any conflicting agreement or terms and conditions does not constitute acceptance thereof.
2.2 All Quotations shall be subject to the provisions of this Agreement, unless expressly stated otherwise in an applicable
Quotation executed by Vizrt and You. Quotations shall detail the Products, Hosted Services, Support Services and
Professional Services, as applicable, the quantity thereof, the delivery date, shipping instructions and any other applicable
terms and conditions. Standard delivery time for Equipment is 4 weeks from the date on which Vizrt issues confirmation of
the order to You following placement of the order by You, but actual delivery time may vary due to circumstances outside of
Vizrt’s control and may increase to 12-16 weeks for certain items especially if they are manufactured to order.
2.3 You may place orders pursuant to Vizrt’s standard order procedures and such orders are subject to this Agreement and the
applicable Quotation. All orders are final. Once an order is placed with Vizrt, You may not change, reschedule or cancel any
purchase order or part thereof. Alterations to the Products that do not change form, fit or function, or changes which Vizrt
deems necessary to comply with specifications, changed safety standards or governmental regulations may be made at any
time prior to delivery to You. - PRICE AND TERMS OF PAYMENT
3.1 Applicable prices for Products, Hosted Services, Support Services and Professional Services shall be the price indicated in
Vizrt’s order acknowledgment or, in the absence thereof, the price indicated in a signed Quotation from Vizrt current at the
time of the order.
3.2 Vizrt shall render its invoice upon shipment, delivery, download or installation of the Products, Hosted Services, Support
Services and Professional Services. Payment may be in the form of a one-time payment, or a combination of an upfront
payment with periodic payments due during a subscription period, as may be set out in the signed Quotation. Unless
otherwise agreed in writing, the full price for the order shall be paid to Vizrt within 30 days of the date of the invoice. The
right to use Software and Hosted Services and to receive Support Services and Professional Services is subject to payment in
accordance with this Section 3. In default of due payment in full, the amount outstanding shall bear interest at the rate of
1.5% per month or the highest rate otherwise permitted by law, whichever is less, it being understood that the payment of
such interest shall not limit Vizrt’s ability to seek any additional remedy for damages. Payment of the full price for the order
shall be paid without any deduction, set-off or counterclaim whatsoever. Prices do not include applicable taxes, including
applicable sales tax and VAT, which shall be payable by You.
3.3 Payment shall be made in the currency specified in the Quotation. In the event no currency is specified, in Euro, if You are
located in Europe and in US Dollars if You are located anywhere else. - DELIVERY
4.1 Unless otherwise agreed in writing by Vizrt, all deliveries of Equipment shall be Ex Works Vizrt’s facility (Incoterms 2020).
You shall reimburse Vizrt for costs of insurance and transportation on shipments and shall be responsible for all import
duties, taxes and any other expenses incurred or licenses or clearances required at port of entry and destination. Unless
otherwise agreed in writing by the parties or set out in the Quotation, Vizrt shall make Software available for download over
the Internet by You, in which event all of Vizrt’s obligations in respect of the delivery of such Software shall be satisfied upon
provision to You of an Internet URL and the necessary credentials for download of the Software.
4.2 Until payment in full of the applicable purchase price, title to and ownership of Equipment remains at all times with Vizrt. - SOFTWARE LICENSE AND USE
5.1 You are granted a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Software in the format
provided by Vizrt solely for the purpose and during the term specified in the applicable Quotation. Software may only be
used for Your internal business use and not in the operation of a service bureau or for the benefit of any other person or
entity.
5.2 If Your right to use Software is limited to specific events as specified in the Quotation, then without Vizrt’s explicit prior
written consent to be given or refused at its sole discretion, Your right to use the Software shall be limited to the extent
required for the production of the events You intend to broadcast.
5.3 You shall not copy, adapt or modify the Software, develop or distribute any Software or any other works derivative thereof,
or use any variation of the Software. You shall not, and shall not permit any third party to, disassemble, reverse engineer,
attempt to find the underlying code of, or decompile any Software or any part thereof, or cause any Software to be subject
to the terms of any open source software license. You shall retain and shall not alter or obscure any notices, markings or
other insignia affixed to the Software, related documentation or any part thereof. - HOSTED SERVICES
6.1 Access to Hosted Services is enabled by the use of usernames and passwords. You must provide accurate and complete
registration information when registering to use the Hosted Services. You are responsible for designating Your employees,
representatives and consultants, for whom You have acquired user rights and who will be authorized by You to access and
use the Hosted Services (“User(s)”).
6.2 You and Users are responsible for the security of the usernames and passwords. Each User will maintain the confidentiality
of his/her username and password and may not disclose them to any other party or share their account with any other
individual. You are responsible for ensuring that all Users comply with this Agreement and for any breach of this Agreement
by any User.
6.3 You shall notify Vizrt immediately should You become aware of any unauthorized access or use of the usernames or
passwords.
6.4 You may use the Hosted Services solely for the purpose of uploading, editing, managing, publishing and broadcasting Your
data, text, audio, video, photographs or other images (“Content”). You agree that You have the sole responsibility for all
Content and that Vizrt has no responsibility or liability for the deletion or failure to store any Content and other
communications maintained or transmitted through use of the Hosted Services.
6.5 Vizrt grants You a personal, worldwide, non-transferable and non-exclusive license to access the Hosted Services and make
the Hosted Services available for Users, solely for the purposes as defined in this Agreement.
6.6 You may not use the Hosted Services to operate in a time-sharing, out-sourcing or service bureau environment or in any way
allow third parties to use or access the Hosted Services.
6.7 You may not use the Hosted Services or upload, edit, manage, publish or broadcast Content in a manner that would
defraud, defame, abuse, harass, stalk, threaten or infringe the rights of privacy or intellectual property rights of others or
Content prohibited by law (“Prohibited Content”).
6.8 You agree that You have the sole responsibility for all matters arising out of or in connection with the activities of the Users
or the Content and ensure that You or the Users do not upload, publish or include any Prohibited Content. Vizrt, or its
suppliers, have no obligation to undertake any pre-screening, editing, reviewing or monitoring of the Content, preventing or
identifying infringement of intellectual property rights and assumes no responsibility or liability relating thereto. If Vizrt is
sued by a third party as a result of Your violation of the aforementioned, You agree to fully indemnify Vizrt (including our
officers, directors, employees and agents) against any fees, fines, costs, liens, judgments and expenses that any of these
persons may incur as a result of any such action.
6.9 To the extent Vizrt reasonably determines, it reserves the right (but shall have no obligation) to remove any Prohibited
Content from the Services. You agree to immediately take down any Prohibited Content, including pursuant to a take down
request from Vizrt. In the event that You elect not to comply with a request from Vizrt to take down Prohibited Content,
Vizrt reserves the right to directly take down such Content or to disable the Services. Vizrt has no obligation to pay any
refunds due to removal or take down of Prohibited Content or disabling Services under this Section 6.9. - BETA SERVICES
7.1 Vizrt may from time to time offer Software or Hosted Services that are not generally available to all Vizrt customers (“Beta
Services”). Unless otherwise indicated, all Beta Services will be provided at no cost and will be identified as “beta” or in a
manner that indicates that the Beta Service is in limited release or pre-release. Beta Services are still in development and
Vizrt may change the functionality or other aspects of the Beta Services at any time.
7.2 You will not be required or obligated to use any Beta Services. Vizrt may cease offering any Beta Services, or cease offering
Beta Services at no cost, at any time in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Beta
Services are provided “As is” and “As available” and without any representation or warranty of any kind. - SUPPORT AND PROFESSIONAL SERVICES
8.1 If You have purchased Support Services for the Products, then Vizrt undertakes to provide these services upon the terms
and conditions set forth in the Vizrt Global Support Handbook, available at http://docs.vizrt.com/Vizrt-Global-SupportHandbook.pdf.
8.2 If You have purchased Professional Services, Vizrt will deliver the Professional Services as specified in the applicable SOW.
You shall provide Vizrt and its sub-contractors timely access to Your facilities, servers, software, personnel and any other
resources necessary to deliver the Professional Services and compensate Vizrt for any dwell time due to violation of the
aforementioned. - INTELLECTUAL PROPERTY
Title to and ownership of and all proprietary rights, including all intellectual property rights, in and to the Software and
Hosted Services, all modifications thereto and derivative works thereof, and related documentation and all partial or
complete copies thereof shall at all times remain with Vizrt. As between the parties, You hereby acknowledge that Vizrt is
the sole owner of all right, title, and interest to all Software and Hosted Services, all modifications thereto and derivative
works thereof, and related documentation, and any intellectual property rights therein. Any feedback You provide
regarding the Software and the Hosted Services shall be and is hereby assigned to Vizrt. Vizrt shall have the right to use any
such feedback in any manner in current or future products or services, without further compensation or obligations to You. - WARRANTY; DISCLAIMERS
10.1 All Software and Hosted Services are provided “As Is”. If there is a material and verifiable non-conformity in the Software or
Hosted Services, Vizrt shall, at its discretion, correct the non-conforming Software or Hosted Services or refund the amounts
received for the non-conforming Software or Hosted Services. Vizrt does not warrant that the Software or Hosted Services
will be error-free or operate in an uninterrupted or continuous manner.
10.2 Support Services and Professional Services shall be provided in a professional manner with Vizrt exercising reasonable care
and skill. Your sole remedy for breach of this warranty shall be reperformance of the Support Services or Professional
Services provided You notify Vizrt within 30 days of the provision of the non-conforming Support Services or Professional
Services.
10.3 You understand and agree that where Vizrt is not the original developer or manufacturer of the Software or Equipment,
Vizrt shall pass-through to You warranties of the original developer or manufacturer, to the extent it is permitted and
authorized to do so.
10.4 EXCEPT AS OTHERWISE EXPRESSLY SET OUT HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SOFTWARE,
EQUIPMENT AND HOSTED SERVICES ARE PROVIDED “AS IS” AND VIZRT AND ITS LICENSORS DISCLAIM ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. - LIMITATION OF LIABILITY
11.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIZRT SHALL NOT HAVE LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR
REVENUES, LOSS OF USE OF OR DOWNTIME COST OF SOFTWARE, HOSTED SERVICES OR EQUIPMENT, COST OF CAPITAL,
COST OF AND PROCUREMENT COSTS FOR SUBSTITUTE GOODS, FACILITIES OR SERVICES.
11.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIZRT’S LIABILITY HEREUNDER SHALL BE LIMITED TO THE REFUND OF THE
AMOUNTS RECEIVED BY VIZRT FOR SOFTWARE AND PROFESSIONAL SERVICES OR THE AMOUNTS RECEIVED DURING THE
PAST 12 MONTHS PRECEDING THE EVENT THAT GAVE CAUSE TO THE LIABILITY FOR HOSTED SERVICES AND SUPPORT
SERVICES. - CONFIDENTIALITY
Vizrt and You will hold in confidence all information that is designated as confidential or should reasonably be considered to
be of confidential or proprietary nature (“Confidential Information”). Vizrt and You shall use at least the degree of care that
they use for their own confidential information, but no less than reasonable care, in guarding Confidential Information from
unauthorized disclosure. Vizrt and You may not disclose Confidential Information except to those of its employees who have
a need to know the Confidential Information and who are subject to written confidentiality obligations no less restrictive
than those set forth herein. Information shall not be considered to be confidential if it is in or enters the public domain
through no act of Vizrt or You or is independently developed by Vizrt or You. - DATA PROTECTION AND PRIVACY
13.1 Vizrt may collect and use personal data (as defined in the EU General Data Protection Regulation 2016/679 of the European
Parliament and the Council (“GDPR”) of You or the Users. Vizrt respects privacy and protects the personal data we collect
about You and the Users in accordance with the GDPR. What personal data and the purpose of collecting personal data is
specified in Vizrt Privacy Policy available at https://www.vizrt.com/privacy-policy
13.2 To the extent that Vizrt processes any personal data of Users (or any other individuals) on Your behalf and (i) that personal
data relates to Users or other individuals located in the European Economic Area (“EEA”); or (ii) You are established in the
EEA, Vizrt and You agree to be bound by the provisions of the Vizrt Data Processing Agreement which shall apply to the
processing of such personal data. - COMPLIANCE WITH LAWS
14.1 Vizrt agrees to provide and You agree to use the Products, Hosted Services, Support Services and Professional Services in
accordance with all applicable laws, including, but not limited to, those relating to money laundering, anti-terrorism and
anti-corruption.
14.2 You hereby acknowledge and agree that Products, Hosted Services and Confidential Information may be subject to
applicable export control and trade sanctions laws, regulations, rules and licenses, including without limit those of the U.S.,
the E.U. and other territories (“Export Control and Sanctions Rules”). You agree to comply with the Export Control and
Sanctions Rules. In particular, but without limit, You will not, and will procure that none of Your partners or employees will
use, sell, resell, export, re-export, dispose of, disclose or otherwise deal with Products, Hosted Services and Confidential
Information, directly or indirectly, to any country, destination or person without first obtaining any required export license
or other governmental approval, and completing such formalities as may be required by Export Control and Sanctions Rules.
You shall not do anything which would cause Vizrt to be in breach of the Export Control and Sanctions Rules and shall
protect, indemnify and hold harmless Vizrt from any fines, losses and liabilities incurred by You as a result of the failure to
comply with this Section 14. Failure by You to comply with any part of this Section 14 shall constitute a material breach of
this Agreement. Vizrt reserves the right to refuse to enter into or to perform any order, to cancel any order at its sole
discretion if Vizrt believes You have failed to comply with any part of this Section 14. - GOVERNING LAW AND JURISDICTION
If You are legally resident in Europe, Africa, Middle East or Asia, this Agreement shall be governed by and construed in
accordance with the laws of Sweden, without resort to provisions thereof regarding the conflict of laws, and the competent
courts of Stockholm, Sweden shall have exclusive jurisdiction over the parties with regards to this Agreement. If You are
legally resident outside of the aforementioned territories, this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without resort to provisions thereof regarding the conflict of laws, and the
competent courts of New York, NY shall have exclusive jurisdiction over the parties with regards to this Agreement. - TERM AND TERMINATION
16.1 The term for any Software license, Hosted Services, Support Services and Professional Services is specified in the Quotation.
16.2 Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation
hereunder and fail to remedy such breach within 30 days after receiving notice thereof.
16.3 Either party may terminate this Agreement if the other party (i) is subject to a receiver being appointed for its business
assets or property; (ii) becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit
of its creditors; (iii) becomes subject to any proceedings under any bankruptcy, insolvency or debtor relief law; or (iv) is
liquidated or dissolved.
16.4 Sections 5.3, 6.6, 6.7, 6.8, 6.9, 9, 10, 11, 12, 14, 17.4, 17.5, 17.7 and 18 shall survive the termination or expiration or this
Agreement. - GENERAL
17.1 Vizrt shall not be liable for delays or non-fulfillment of its, or its suppliers, obligations under this Agreement or other losses
arising hereunder due directly or indirectly to causes beyond Vizrt’s or its suppliers’ reasonable control, including, but not
limited to, acts of God, acts (including failure to act) of any governmental authority, official export restrictions, port
congestion, wars, insurrection, accidents, disease, fires, floods, labor disputes of any nature, prohibition of foreign exchange
transfer, supplier delay or other causes. In the event of any delay or failure excused by this Section, Vizrt shall as soon as
reasonably practical notify You of the delay and shall as soon as reasonably practical thereafter specify the revised delivery
date. In the event of any such delay, the time of delivery or performance shall be extended for a period equal to the time
lost by Vizrt by reason of the delay.
17.2 This Agreement may only be changed or amended by notice in writing, executed by Vizrt and You. This Agreement
constitutes the entire and sole agreement and understanding between the parties hereto with respect to the subject matter
hereof and supersedes any prior understanding, agreements, representations or warranties, whether oral or written, with
respect to the subject matter hereof.
17.3 You shall not assign or transfer this Agreement or its rights or obligations pursuant to any license granted hereunder
without the prior written consent of Vizrt. Either party may assign this Agreement to a successor in interest in the context of
a change of control.
17.4 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court, the remaining provisions will
remain in full force and effect.
17.5 Vizrt is proud to have You as a customer and is entitled to mention You, Your logo and the Products and services purchased
by You in its marketing materials.
17.6 Notices to Vizrt shall be sent to: Vizrt AB, Lilla Bantorget 15, 111 23 Stockholm, Sweden Attn: Head of Legal.
17.7 Vizrt or its independent auditors may examine Your use of the Software and Hosted Services in order to verify that such use
is in accordance with this Agreement. In case Vizrt detects any over-use of the Software or Hosted Services, You shall
promptly pay Vizrt any additional fees owed. Vizrt will give You a reasonable notice before such audit takes place. - THIRD-PARTY LICENSE
The Software and Hosted Services may contain copyrighted third-party software as well as open source software. The thirdparty licensors retain all intellectual property rights in the third-party software. You can use third-party software and open source software in support of Your use of the Software and Hosted Services in accordance with the terms of this Agreement.