Customer Agreements & Terms and Conditions

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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.

License and Services Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PROCEEDING. BY CLICKING ON THE “I AGREE”, “ACCEPT TERMS”, “START NOW” OR SIMILAR BUTTON, YOU (“YOU, YOUR, YOURSELF”) REPRESENT THAT YOU HAVE (1) READ, UNDERSTOOD AND AGREE TO THESE TERMS OF SERVICE AND ANY INCORPORATED POLICIES HERETO (“AGREEMENT”), (2) THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY OR OTHER ORGANIZATION YOU HAVE NAMED AS USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IN THE EVENT YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR ORGANISATION, “YOU, YOUR, YOURSELF” WILL REFER TO THE ENTITY YOU ARE REPRESENTING. UNDER THIS AGREEMENT, VIZRT AUSTRIA GMBH (“VIZRT”) WILL ALLOW YOU TO ACCESS THE VIZ WEBSITE AND TO USE THE SOFTWARE AND PRODUCTS PROVIDED ON THE VIZ WEBSITE. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, DO NOT USE THE VIZ FLOWICS WEBSITE OR THE SOFTWARE AND PRODUCTS PROVIDED THEREIN.

  1. DEFINITIONS
    In this Agreement, these terms shall have the following meaning: “Social Media Platform” means any type of social media platform where You can publish content, including but not limited to Youtube, Facebook, Instagram, Twitter, Twitch and TikTok. “Software” means Vizrt proprietary software made available by Vizrt to You on a Vizrt hosted site. “Subscription Services” means the features, functions, tools and other aspects including upgrades, updates and other support and maintenance services made available to You on the Software. “Subscription” means the access plan that You have purchased to any Subscription Services. “Third-Party Services” means technology, software and services made available by third parties, whether or not copyright protected, and/or open source software. “User Content” means any material (including without limitation data, text, images, photographs, audio, material, video material and audio-visual material) that You submit, upload or otherwise make available in the Products for whatever purpose. “Products” means Software and Subscription Services.
  2. AGREEMENT
    2.1 This Agreement applies to the Products. You agree that Your use of the Products is governed by this Agreement by clicking “accept” on the “I Agree” button or by other means indicating your acceptance. The Agreement is legally binding and applies to all Users (defined below) of the Products.
    2.2 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.
    2.3 Vizrt may, in its sole discretion, alter the features or functionality of the Products, temporarily or permanently, at any time without prior notice or liability. Vizrt may further discontinue to provide the Products on a permanent basis (end of life), in which case, subject to 18.2, this Agreement will terminate upon the expiration of the current term of Your Subscription.
    2.4 Vizrt authorizes certain third parties to resell Products (“Resellers”). If Your Subscription is purchased through a Reseller, Your use of the Subscription Service is governed solely and exclusively by this Agreement except for subscription term, payment, fees, and delivery terms that are contracted directly between You and Reseller. Resellers are not authorized to modify this Agreement or make any promises or commitments on Vizrt’s behalf, and Vizrt is not bound by any obligations to You other than as set forth in this Agreement. Vizrt is not party to (or responsible under) any separate agreement between You and Reseller.
    2.5 If Your Subscription is purchased directly from Vizrt, Your use of Your Subscription Services is governed by this Agreement and the terms and conditions in the quotation.
  3. ELIGIBILITY AND INTENDED USE
    3.1 You affirm that You are eligible in Your country of residence to enter into this Agreement and any incorporated policies and to make the representations and warranties as set forth in this Agreement. If you enter into this Agreement on behalf of a company or other organization, you warrant that you have the authority to bind that entity to this. If Vizrt believes that You were not eligible to enter into this Agreement, Your access to the Products may be terminated without notice.
    3.2 You acknowledge and agree that the Products may only be used for their intended purpose, as specified in any documentation and material. You shall not use the Products for any other purpose without the prior written consent from Vizrt.
  4. AVAILABILITY
    4.1 You are granted a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Subscription Services in accordance with Your Subscription during the term thereof. Your right to use the Subscription Services shall be limited to the extent required for training and skill development of the Product on Your devices. Publishing or broadcasting content created on the Product is strictly prohibited. You shall not authorize any third party uses of any of the material produced by You with the Subscription Services, other than Your employees, agents, or sub-contractors.
    4.2 Vizrt shall make the Products available over the Internet to You in accordance with Your Subscription during the term thereof, in which event all of Vizrt’s obligations in respect of the availability of such Products shall be satisfied upon provision of access to the Products.
    4.3 The availability of the Products is dependent on You having required equipment, software (including but not limited to Software), services and other items including but not limited to hardware, software, modems, internet services and telecommunication services. You agree that these factors are Your responsibility and that You are solely accountable for procuring, updating and maintaining these and covering the expenses thereof, including to plan and implement a network solution that meets Your desired levels of video and audio quality, latency, and cost. Vizrt bears no responsibility or liability for the compatibility, quality, reliability, or performance of Your equipment, or for any failure of Your equipment to properly access our Products, nor for any inconvenience or breach of any applicable terms and conditions (including but not limited to this Agreement), company policies or any law or regulations subject to Your installation, configuration or other use of such equipment together with the Products.
    4.4 You are allocated a fixed amount of storage within the Subscription Service. It is solely Your responsibility for maintaining the storage content and determining necessary storage size based on projected usage.
  5. USE OF PRODUCTS
    5.1 Access to the Products may require the use of usernames and passwords. You must provide accurate and complete registration information when registering to use the Products. 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 Products (“User(s)”).
    5.2 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 and any actions taken on Your and Your Users’ accounts.
    5.3 You shall notify Vizrt immediately should You become aware of any unauthorized access or use of the usernames or passwords.
    5.4 You may use the Products solely for the purpose of training and skill development to use the Product on your own device. Publishing or broadcasting content created on the Product is strictly prohibited.t. You agree that You have the sole responsibility for all User Content and that Vizrt has no responsibility or liability for the deletion or failure to store any User Content and other communications or transmissions enabled through the use of the Products.
    5.5 You are responsible for compliance with all laws relating the use of the Products and User Content, including laws relating to intellectual property rights, privacy, copyright and laws requiring third party consent to use the Content.
    5.6 If Your use of our Products is dependent on credits, where each credit represents the usage of certain services in our Subscription Service, You may purchase credits via monthly subscriptions or credit packs. In both cases, the use of credits follows a First-In, First-Out (FIFO) policy. This ensures that credits with the earliest expiration dates are used first. If Your monthly subscription credits are fully utilized or if You require additional credits beyond the subscription package, You can purchase credit packs separately. The credits in these packs will be used after your monthly subscription credits have been exhausted. As You use our Products, credits are deducted from Your accounts according to the specific usage metrics. Monthly credits that are part of a subscription package expire at the end of each month cycle. Credits from credit packs are valid for use within the current subscription term, which is typically 12 months. Unused credits do not roll over to the following month or the next subscription term, respectively.
  6. PROHIBITED USE
    6.1 You shall not copy, adapt or modify the Products, develop or distribute any Products or any other works derivative thereof, or use any variation of the Products. You shall not, and shall not permit any third party to, disassemble, de-obfuscate, reverse engineer, attempt to find the underlying code of, or decompile any Products or any part thereof, or cause any Products 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 Products, related documentation or any part thereof.
    6.2 You may not use the Products to operate in a time-sharing, out-sourcing or service bureau environment or in any way allow third parties to use or access the Products. You may not obtain or attempt to obtain the Products by any means or device with intent to avoid paying the fees that would otherwise be payable for such access or use, or permit direct or indirect access to use the Products in a way that circumvents a contractual usage limit.
    6.3 You may not share an account or any other user rights with any other individual, unless otherwise expressly pre-approved by Vizrtin writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Subscription Services and Software is personal to You and not assignable or transferable. You may not assign or transfer any account or any other user rights with any other individual, except upon Vizrt’s prior express written approval.
    6.4 You may not use the Products 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”).
    6.5 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.
    6.6 To the extent Vizrt reasonably determines, it reserves the right (but shall have no obligation) to remove any Prohibited Content from the Products. 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 access to the Product. Vizrt has no obligation to pay any refunds due to removal or take down of Prohibited Content or disabling Products under this Section 6.6.
    6.7 To mitigate the associated risks with prohibited use, Vizrt have implemented the following protective measures: (1) Logging and Monitoring: We continuously monitor User activity to detect any unauthorized or malicious actions. Suspicious activities will be investigated promptly, (2) Account Suspension: Users found in violation of this “Prohibited Use” clause, especially with regards to Windows Desktop mode access, may have their accounts temporarily or permanently suspended, (3) Legal Action: Serious violations of this clause may result in legal action taken against the responsible parties.
  7. SUPPORT SERVICES AND TRAINING
    7.1 Vizrt is not obliged to provide any support in relation to actions such as installation, implementation, configuration or use of the Product or of other equipment. Any support services or training must be agreed separately with Vizrt.
  8. SUBSCRIPTION TERMS AND PAYMENT
    8.1 Access to the Products is made via a subscription model. The Subscription’s tier, length, and payment are defined by the quote if You Purchase the Products directly from Vizrt or in a quote, a purchase order agreed upon by You and our Resellers if You have purchased the Products via a Reseller. If the latter, the Reseller manages your Subscription including billing information, payment, changes or upgrades during the subscription term.
    8.2 All payments are non-cancelable, final and non-refundable. Vizrt may change prices for the Products at any time, in its sole discretion, with 30 days’ written notice. Any changes to your fee will be effective upon the commencement of Your renewal term of the Subscription. If You do not terminate or modify Your Subscription within the notice period for a renewal, You shall be deemed to have automatically accepted the changed price.
    8.3 Each Subscription term is three months and will not be renewed automatically. After subscription expiration, there is a one-day grace period. After the grace period, access to the Products is suspended and workloads are shut down. Your data is retained for 30 days after subscription expiration. If the Subscription is not renewed within this period, the data will be permanently deleted. Vizrt is not liable for any consequences of You not having a valid Subscription.
  9. BETA PRODUCTS
    9.1 Vizrt may from time to time offer Products that are not generally available to all Vizrt customers (“Beta Products”) subject to a separate agreement executed by Vizrt and You for the relevant Beta Products. Unless otherwise indicated, all Beta Products will be provided at no cost and will be identified as “beta” or in a manner that indicates that the Beta Product is in limited release or pre-release. Beta Products are still in development and Vizrt may change the functionality or other aspects of the Beta Products at any time.
    9.2 You will not be required or obligated to use any Beta Products. Vizrt may cease offering any Beta Products, or cease offering Beta Products at no cost or penalty, at any time in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Beta Products are provided “As is” and “As available” and without any representation or warranty of any kind.
  10. INDEMNIFICATION
    You agree to indemnify and hold Vizrt harmless from any third-party claim, loss, or damage (including attorneys’ and legal fees) related to Your use of the Products, or any breach of this Agreement or of applicable law or regulation.
  11. INTELLECTUAL PROPERTY
    Title to and ownership of and all proprietary rights, including all intellectual property rights, in and to the Products, 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 Products, all modifications thereto and derivative works thereof, and related documentation, and any intellectual property rights therein. Any feedback You provide regarding the Products 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 Products, without further compensation or obligations to you.
  12.  CONFIDENTIALITY
    12.1 For the purposes of this Agreement, “Confidential Information” means any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Vizrt’s Confidential Information includes any technical, pricing, or performance information about the Products or related services.
    12.2 As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with these obligations and such parties are bound to confidentiality obligations no less protective than this section 12.
    12.3 These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
    12.4 Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this section 12.
  13. WARRANTY; DISCLAIMERS
    13.1 EXCEPT AS OTHERWISE EXPRESSLY SET OUT HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS, SUPPORT AND VIZRT RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. VIZRT AND ITS SUPPLIERS AND 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. VIZRT DOES NOT WARRANT THAT THE USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE NOR WE WILL MAINTAIN YOUR DATA AND CONTENT WITHOUT ANY LOSS.
  14. LIMITATION OF LIABILITY
    14.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIZRT SHALL NOT HAVE LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUES, BUSINESS INTERUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY, UNAUTHORISED ACCESS TO, LOSS OF, DELETION OF OR ALTERATION OF SYSTEM DATA, USER CONTENT OR YOUR DATA, LOSS OF USE OF OR DOWNTIME COST OF SOFTWARE, COST OF CAPITAL, COST OF AND PROCUREMENT COSTS FOR SUBSTITUTE GOODS, FACILITIES OR PRODUCTS.
    14.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIZRT’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE REFUND OF THE AMOUNTS ACTUALLY RECEIVED BY VIZRT FOR PRODUCTS (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVNT OR CICUMSTANCE GIVIN RISE TO THE CLAIM.
    14.3 Vizrt is not liable for issues, conflicts, problems or inconveniences with the Products that may arise due to (1) You not installing the latest version of software, (2) Your failure to manage system updates including OS and product software updates, (3) Your use of Your devices not meeting the minimum hardware specifications or not being compatible with the supported operating systems needed to access and use the products effectively, (4) You installing additional software or use of Third-Party Software,(5) relating to Your insufficient network connection, downtime or maintenance (6) termination, suspension, discontinuance or disconnection of the Products, or (7) Vizrt’s failure to provide technical or other support services.
    14.4 The inability of Vizrt to perform its obligations under this Agreement, or the cancellation or delay of any related events, resulting from delays or situations caused, directly or indirectly, by strikes, insurrection, floods, fires, riots, acts of God, war, emergencies, terrorist threats (including general threats) or activities, any pandemic or epidemic, or other causes beyond Vizrt’s reasonable control, shall not be deemed a breach of Vizrt’s obligations under this Agreement. In such cases, Vizrt shall promptly notify You of the force majeure event and its anticipated impact on performance. The parties shall work together in good faith to mitigate the effects of the force majeure event and, where possible, resume performance of their respective obligations under this Agreement.
  15. DATA PROTECTION AND PRIVACY
    15.1 Vizrt may collect and use personal data of You or the Users. Vizrt respects privacy and protects the personal data we collect about You and the Users in accordance with the Vizrt Privacy Policy.
    15.2 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.
    15.3 To the extent that Vizrt processes any personal data of Users (or any other individuals) on Your behalf and You are (i) a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on your behalf, or (iii) you meet both criteria set out in (i) and (ii), Vizrt and You agree to be bound by the provisions in the US State Law Privacy Addendum.
  16. COMPLIANCE WITH LAWS
    16.1 You agree to use the Products in accordance with all applicable laws and regulations, including, but not limited to, those relating to money laundering, anti-terrorism and anti-corruption.
    16.2 You hereby acknowledge and agree that the Products 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 the Products or 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 represent and warrant that You and the Users are not persons identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List.
    16.3 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 16. Failure by You to comply with any part of this Section 16 shall constitute a material breach of this Agreement. Vizrt reserves the right to cancel any Service at its sole discretion if Vizrt believes You have failed to comply with any part of this Section 16.
  17. GOVERNING LAW AND JURISDICTION
    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 shall have exclusive jurisdiction over the parties with regards to this Agreement.
  18. TERMINATION AND SUSPENSION
    18.1 Sections 5 through 20 shall survive the termination or expiration of this Agreement.
    18.2 Vizrt may suspend access to, or limit, the Products and related services (and the relevant fees for the Subscription Service will continue to apply during such period) if: (a) you breach this Agreement, including non-payment of any fees when due; or (b) there is a risk of harm to other Vizrt customers or the security, availability, or integrity of the Products due to actions taken within a User’s account or resulting from a Third-Party Service. Where practicable, Vizrt will use reasonable efforts to provide prior notice of any suspension. Once the issue requiring suspension is resolved, without limiting any Vizrt remedies, Vizrt will restore access to the Subscription Service in accordance with this Agreement. Any suspension does not limit Vizrt’s rights and remedies to take further actions, including but not limited to legal actions.
  19. GENERAL
    19.1 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, Internet disruptions, hardware or software limitations or compatibility with the Products.
    19.2 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. Vizrt reserve the right to update, change, replace or supplement the terms of this Agreement at any time and such updates, changes, replacements or supplements become effective immediately if nothing else is notified. If Vizrt determines in its sole discretion that an update, change, replacement or supplement is material, Vizrt will provide notice of such material change to You through the Subscription Service, our blogs or forums, and/or in another manner as deemed appropriate. Your continued use of or access to the Products following the posting of an update, change, replacement or supplement constitutes an acceptance of those. It is Your responsibility to keep Yourself updated on the version of the Agreement in effect at any given time. If You do not agree with the changes to the terms of this Agreement, You should discontinue to use the Products which is Your sole and exclusive remedy and without any penalty for Vizrt.
    19.3 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. Vizrt may assign this Agreement to a successor in interest in the context of a change of control.
    19.4 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.
  20. THIRD-PARTY SERVICES
    20.1 The Products may contain Third-Party Services. The third-party licensors retain all intellectual property rights in the Third-Party Services (as applicable). You can use such Third-Party Services in support of Your use of the Products in accordance with the terms of this Agreement.
    20.2 The Products may further provide you with the ability to access further Third-Party Services as a convenience only. You acknowledge that such Third-Party Services do not form part of the Product and that Your use thereof is subject to Your agreement with the relevant provider and not this Agreement. For clarity, because such Third-Party Services are not controlled by Vizrt and do not form part of the Product, Vizrt bears no responsibility or liability for Third-Party Services, including their security, availability, functionality, or inoperability, or any effect they may have on Your systems and use of the Products or how the Third-Party Services or their providers use Your Data. If You enable a Third-Party Service with a Product, Vizrt may access and exchange Your data with the Third-Party Service on Your behalf and instruction. Use of Products with a Third-Party Service does not expand Your rights or Vizrt’s obligations under this Agreement.
    20.3 When using the Products to publish to Social Media Platforms, the Products may use such platform’s API services on Your behalf. You shall read and agree to such Social Media Platform’s terms of service and privacy policy, and in order to revoke the Products access to such You must do it directly with the Social Media Platform which You can do at any time.