Services Specifications Supplemental Terms and Conditions

The following Services Specifications Supplement Terms and Conditions are incorporated into each Services Agreement executed by Video Guidance, Inc. (“Provider” or “Video Guidance”) and the customer identified in the Services Agreement (“Customer”).

1) Customer Site Preparation Responsibilities

Customer shall, at its own expense:

Site Preparation.     Be responsible for all site-preparation activities required for installation of the Services and any Equipment supplied by Provider.   Customer is responsible to provide and install premise cabling and network jacks unless otherwise specified in Services Agreement.   Customer shall ensure that appropriate environment conditions are maintained for Provider-supplied Equipment and Customer-supplied equipment used in connection with delivery of Services, and Provider will, upon Customer request, identify such site preparation activities as may be required for installation and provisioning of Services.

Transition Assistance.    Provider will develop, provide and implement the following transition assistance to support Customer’s successful and uninterrupted transition from its current solution to Provider’s services.    Transition assistance will be provided by Provider as detailed below at no additional cost to Customer unless detailed in a Customer quote.   Transition assistance will be provided by provider with Customer at mutually agreeable dates and times.

Provider shall provide qualified individuals to (a) implement the services, and (b) assist in testing of the services to ensure that they are functioning in accordance with the terms of the Agreement.

Provider’s Project Manager shall coordinate with Customer’s POC, and they shall develop a mutually agreeable installation plan and schedule.  The installation plan shall provide for:

    1. The availability of and support for the Services per specified Customer and end user devices,
    2. In connection with Provider’s transition assistance, Customer will provide information, data, access and time, workspace, forms and personnel reasonable necessary to assist Provider consistent with Customer’s policies and procedures.

Implementation Schedule.   Video Guidance will develop a project plan with a delivery schedule that defines implementation dates with the Customer.    Upon Customer’s approval of the scheduled installation dates, the dates are fixed as they refer to quoted setup and installation costs.     If customer cannot take delivery of agreed upon equipment and services within the approved implementation timeline, Video Guidance reserves the right to reschedule the implementation at a later date subject to available resources.  Also, if Customer changes the approved scheduled dates, Video Guidance will be allow to charge installation rescheduling fees or additional charges associated with rescheduling of Video Guidance’s resources.    If Customer provides Video Guidance with a written 10 day notice prior to the scheduled installation date, no fees will be charged.

Access.    Locate and maintain the Equipment so Provider has reasonable access to Equipment at all reasonable times for purposes of installing Equipment and Services and for performing maintenance and repairs.

ISDN Services.   ISDN gateway services are included in VG Connect Services.     For other Provider services, unless agreed to in Services Agreement, Customer agrees to take total responsibility for ordering local and long distance ISDN services for Services and Equipment.    If at any time it is determine that there is an issue with the ISDN network (local or long distance), Customer will be responsible for contacting and working with the carrier(s) to see that the problem is corrected.

IP Network.   Provide and configure a working IP network to fully support the Equipment and Services.   If at any time it is determined that the IP network is not sufficiently provisioned or configured, Customer will be responsible for obtaining the required services and/or equipment  necessary  to create a fully functional IP network that can properly support the Equipment and Services.

Notification.   Use commercially reasonable efforts to promptly notify Video Guidance of events that may affect the performance of Equipment or Services including, without limitation, power outages, water damage, extreme heat or cold, or any other man made occurrences or acts of God.  Following Customer’s notice to Provider of the occurrence of such an event, Provider will determine the need for replacement parts or repairs based on the event and results of testing.  In the event partial damage or damage that is not initially apparent voids Equipment warranties and said Equipment needs future replacement, Customer shall be responsible for the cost of replacing said Equipment, and Customer may be responsible for payment of additional support, labor and equipment charges to Provider at mutually agreed rates.  Customer acknowledges and accepts that certain portions of the Service may not function in the event of a power failure and if there is an interruption in the power supply, such portions of the Service will not function until power is restored.  Customer shall notify Provider in advance of:  (i) any changes at or to the Service point of demarcation that may affect the Services; and (ii) any software or hardware configuration changes proposed to be made to Equipment or to Customer network used to deliver the Services, and (iii) any moves, additions, changes or modifications to Equipment or network requested by Customer.

Illegal Use  Refrain from using the Services or permitting any use of the Services which is illegal, unlawful, or harassing, or which infringes upon another’s intellectual property rights and Video Guidance shall not be responsible for any such misuse of the Service.  Customer will promptly notify Video Guidance if it becomes aware at any time of a violation of this provision.  Customer is liable for all use of the Service, and any stolen or fraudulent use of the Service.

Network Security   Be solely responsible for the security of its network.  Video Guidance does not supply features or capabilities to detect, deny, or hinder in any way others from trying to gain access to Customer’s network.  Customer shall ensure reasonable security practices are implemented with respect to Customer’s network that interfaces with Provider’s network.

Previous Service    Be responsible for canceling any prior-existing services that will be replaced by the Video Guidance Services.

2) VG Connect Services

Acceptance
Video Guidance will notify Customer when the installation of Equipment and Services are completed.    Upon such completion, Provider and Customer shall review the tests indicating that installed Equipment and Services are operational and following such review, Customer shall sign an acceptance form indicating Customer’s acceptance of the Equipment and Services.

Provider’s Responsibility for VG Connect Implementation and Support   Video Guidance will perform the work described below, at the fee specified in the Services Agreement.

Discovery and Design      Provider will conduct a discovery and design session to understand Customer’s existing technology environment, to design the new solution, and to plan an integration project to turn-up the Service at the Customer location(s).  Customer discovery and design session(s) should not exceed 10 hours in aggregate.

Network Equipment Installation     Provider will configure and install the Equipment listed in Services Agreement Schedule at Customer’s location(s).

Video Project Management, Installation and Setup      Provider will project management the installation of the Equipment and Services purchased in Services Agreement Schedule.

Training     Provider shall provide Customer with training for the purposes of understanding and using the Services.  Training services will be provided by Provider at no additional cost to Customer unless specified in a quote.   Training services will be provided by Provider at Customer mutually agreeable dates and times, but no later than ninety (90) calendar days following the effective date of the service activation.

Provider will conduct up to 1.0 hour of training per desktop and 2 hours of training per conference room systems.  Training will consist of site administrator and end user training.  Training will include the operation of the video equipment, scheduling process, the conferencing services provided and the best practices of using video.   Customer will be responsible for coordinating training location, user attendance and timely communicating those details with Provider.    Customized training sessions are available upon request for a fee.

Service Support       Video Guidance will provide Helpdesk technical support to Customer.  Helpdesk technical support services will be available 24-hours per day every day for the Equipment and Services purchased  by the Customer and will consist of the following:   (i)  remote troubleshooting support;   (ii) administer remote moves, adds and changes (provided  that Customer is responsible to pay all charges for additional Equipment or Services);  (iii) automated notification and escalation procedure for Customer trouble tickets; and  (iv) assistance with escalating problems to the equipment manufacturer.   In the case of problems with the Equipment or Services, Provider’s staff will engage Customer to isolate the issue, determine the problem and work toward resolution.   Provider’s support staff will have remote access capabilities into Customer’s network to access system components.

WebRTC Support      Provider will provide Helpdesk support to a user utilizing WebRTC for “Named User Accounts.”

If a “Named User” provides a “Non-Named User” with a WebRTC link to join a conference and the “Non-Named User” has issues, the “Named and Non-Named Users” must jointly contact Provider’s Helpdesk for support.   The Provider’s Helpdesk will assist the “Non-Named User” with troubleshooting WebRTC functionality, account login support and accessing the VG Connect WorkSpace web portal or accessing a specific VG Connect WorkSpace coSpace.

The Provider’s Helpdesk will not assist the “Non-Named User” with browser application installation, wireless and/or wired network configuration, webcam, microphone and/or speaker installations or firewall configurations.

Provider will supply additional FAQ and support documentation for troubleshooting WebRTC issues on Provider’s website under the Support tab.

Bridging Services      Video Guidance provides conferencing and bridging support services 7 days a week, 24 hours a day.   For bridging support service calls outside of the 5 business days from 7:00AM CT to 7:00PM CT, Video Guidance requests customers to preschedule the conference call no less than 6 hours prior to the call.    Bridging support services purchased by the Customer will consist of the following:  (i) bridging and network management; (ii) conferencing support services (reservation, confirmation, site pretesting, meet and greet, connects and disconnects, continuous presence, call monitoring, and viewing options);  (iii) live assistance;  (iv)  Conference reporting; and  (v) in-conference problem resolution.

Desktop and Room System Service – Gateway Registration Only:

Setup Fee:    Includes endpoint configuration and VCS Expressway setup.  Installation does not include any major customization of advanced systems or network design.

Monthly Recurring Fees:   Charges include the on-going ability for locations outside of customer’s private network or customers to register with Video Guidance’s VCS Expressway allowing for Point to Point and multi-party calling. Unlimited Pt to Pt (IP and ISDN) calling for up to 768k per endpoint.  International ISDN will be priced by minute by country.

Video Bridging and Conferencing Services

Managed Video Bridging and Conferencing Services:    A full service, no hassle bridging and conferencing support solution that includes reservation, confirmation, site certification, conference pretesting, Meet, Greet and Guide, flexible viewing options, conference connects/disconnects, call/meeting monitoring, dial-out/dial-in, multi-party conversion, continuous presence, reporting, event management, in-conference problem resolution, audio add-on and recording services.   The bridging service includes handling video calls up to 768k, offsite bridging redundancy, network options, bridging management, bridge software upgrades, multi-rate conversion and firewall transversal support.   Total hours will be cumulated each month and rounded up to the nearest hour.

Video Conferencing Service – Customer Provided MCU:   This conferencing service offers reservation, confirmation, site certification, conference pretesting, Meet, Greet and Guide, flexible viewing options, conference connects/disconnects, call/meeting monitoring, dial-out/dial-in, multi-party conversion, continuous presence, reporting, event management, in-conference problem resolution, and audio add-on for a Customer owned premise-based MCU solution.  Total hours will be cumulated each month and rounded up to the nearest hour.

Scheduled Video Bridging with “Meet and Greet” Conferencing Services:    A service that offers a no hassle video conferencing setup.    The service includes reservation, confirmation, “Meet, Greet and Guide”, flexible viewing options, dial-out/dial-in, multi-party conversion, reporting, audio add-on and recording services.   The bridging service includes handling video calls up to 768k, offsite bridging redundancy, network options, bridging management, bridge software upgrades, multi-rate conversion and firewall transversal support.     Total hours will be cumulated each month and rounded up to the nearest hour.

VG Connect Neighboring Services

Gatekeeper Neighboring:      Customers can be provided an ongoing connection to all internal endpoints for access to locations outside of their private network (IP) via our Gatekeeper.

ISDN Neighboring:  Customers can be provided an ongoing connection to all internal endpoints for access to locations outside of their private network (ISDN or IP).     Unlimited connection and duration per month over IP networks.    IP to ISDN connections usage pricing apply to International locations.

Firewall Traversal:   Video Guidance solution helps extend the benefits of video conferencing investments to Customer’s external users over multiple protocols with full feature functionality. Firewall traversal service provides secure connectivity pathways between enterprise networks and remote sites.

3) MeetingSpace, WorkSpace, LearningSpace and vRoom Services

Video Guidance, Inc. provides its services including any new features, software and mobile applications, subject to the following Terms of Service.  We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time without further notice.

Services Description: The Services are designed to allow users to communicate by video conference from multiple platforms and services.

Service Obligations:   VG Connect WorkSpace, LearningSpace and CaringSpace services are sold to individuals for use only under the terms of the service below.   These services are granted to individuals to use the application on any specified device that they own or control. Individuals may not rent, lease, lend, sell, or re-distribute the service.

By using these services, an individual accepts these terms:

Before use of the service, a Named User Account will be assigned to a device or to one individual, the “User” device or the “Named” user’s account, assigned to an individual person.

A Named User Account is limited to one individual user. The service permits usage by only the “Named” individual and they may install and use the service across devices they use for their own personal use. Only one individual is allowed to use the service at the same time.   The Named user can create coSpaces for their use.    The Named user needs to be a participant in any coSpace meetings created by Named user.   The application is not intended for Named users to create coSpaces for others to use without their participation.

The single Named user of the service may access and use the software installed on the device remotely from any other device. They may allow other users to access the service and/or coSpaces to join multi-participant meetings.   They do not need additional service accounts for this access. No other person may use the service under the same Named User Account at the same time for any other purpose. Video Guidance reserves the right to perform audits of the service’s usage to check adherence to these service obligations.

You may be required to register with Video Guidance in order to access and use certain features of these Services. If you choose to register for these Services, you agree to provide and maintain true, accurate, current and complete information about yourself.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Video Guidance of any unauthorized use of your password or account or any other breach of security.  Video Guidance will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Service:  Video Guidance reserves the right to modify the Services (or any part thereof) with or without notice. You agree that Video Guidance will not be liable to you or to any third party for any modification of these Services.

Equipment: You will be responsible for obtaining and maintaining any equipment and ancillary services (including the payment of any additional fees therefore) needed to connect to, access or otherwise use the Services, including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service.

Mobile Services:  The Services includes certain services that are available via a mobile device, including (i) the ability to transmit content to the Service via a mobile device, (ii) the ability to browse the Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.

User Conduct: You are solely responsible for all video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials that you stream, upload, post, publish, display, transmit or email or otherwise post or use via the Service. Video Guidance reserves the right to investigate and take appropriate legal action against anyone who, in Video Guidance’s sole discretion, violates appropriate use conduct, including without limitation, blocking or removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

Commercial Use: Unless otherwise expressly authorized by Video Guidance, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Third Party Material: Under no circumstances will Video Guidance be liable in any way for any content transmitted by third parties or at the direction of users, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content transmitted or emailed via the Service. You agree that you must evaluate, and bear all risks associated with, the viewing or use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Service: You are solely responsible for the content and other materials you transmit through the Service or share with other users or recipients.

WorkSpace Security:

Video Guidance VG Connect™ WorkSpace Desktop and Mobile Services are cloud-based solutions that provide video and audio collaboration services securely and reliably.

Encryption: – Our platform uses AES-128 Encryption for standards-based (H.323/SIP) video conferencing systems and for WebRTC.  AES-128 is an industry standard and is supported by most modern video endpoints.  It provides end-to-end secure encryption services for video conferencing.

The Advanced Encryption Standard is used worldwide for the encryption of electronic data and is used by the US government to encrypt secret documents. It supersedes previous standards.  More specifically, the VG Connect WorkSpace platform supports AES-CM 128-bit and 256-bit ciphers with SHA1-80 or SHA1-32 authentication.

Firewall Ports:

This document covers three different use scenarios

WorkSpace clients (IOS and PC)

WorkSpace WebRTC

Standards-Based Video Conferencing Systems (H.323 and SIP)

WorkSpace IOS and PC Clients

For the WorkSpace IOS and PC clients the following ports need to be allowed OUTGOING only from your environment

  1.  XMPP server 168.215.93.134

5222 TCP – XMPP over TLS

  1.  TURN server 168.215.93.134

3478 UDP – STUN Signaling + Tunneled Media

50,000 – 51,000 UDP – Media (Optional for best performance)

WorkSpace WebRTC client

If you have a compatible WebRTC browser (Chrome), allow the following OUTGOING ports 1.

  1. Web Server 168.215.93.134

80 TCP – HTTP

443 TCP – HTTPS

  1.  TURN server 168.215.93.134

3478 UDP – STUN Signaling + Tunneled Media

Standards-Based Video Conferencing Systems

In order to use your H323/SIP video conferencing devices as part of our cloud services, you must allow inbound calls. Call traffic will come from our TURN server at 168.215.93.134.

Account Creation and Management Policy:

Video Guidance adheres to strict Account Creation and Management Policies.

Only the Video Guidance Sales Engineers and the Director of Operations have access to create and manage the system. This provides customers with extra security by purposely limiting access to the management system.

Strict/Complex Password Policies are enforced on the system to provide customers with passwords that are not generic or unsafe in nature.

The Account Management system is not exposed to the Internet.  It resides on a specific VLAN on the VG Connect Cloud network and is protected behind a firewall.

Security benefits of VG Connect WorkSpace;

There are no default credentials on the system and physical access is required to perform a credential reset using a protected Reset button.

  • There are no manufacturer-facing backdoors; that is, there are no secret passwords or keys which the manufacturer retains.
  • Password hashing conforms to the US Federal standard.
  • A separate physical out-of-band interface is used for management.
  • By default, the platform uses TLS to protect signaling and SRTP to protect media.
  • Web services default to using HTTPS with redirect from HTTP.
  • There are no plain-text configuration protocols in use, such as telnet and FTP.
  • TLS connections require certificate authentication. This is enabled between the VG Connect WorkSpace platform and external devices (such as a Lync server), and is also used internally
  • All data on the VG Connect WorkSpace platform is encrypted at rest using 192-bit AES encryption.
  • WorkSpace users require password authentication to access the system.
  • coSpaces (meeting rooms) on the platform can be password protected.
  • On-screen visual indication of audio-only participants.
  • On-screen indication of “encrypted” participants. WorkSpace clients always encrypt media and also display an encryption indicator in the Call info pane in the Call view.
  • Standards-based Video Systems use their normal encryption indicators to indicate that their call path is encrypted.

4) ONE CALL Program

The ONE CALL Professional Services program will include any deliverable(s) identified in the Agreement’s SOW or Schedule plus the following deliverables.

Pre-sale Involvement with Customers     Video Guidance will be available during the design stage to ensure that your videoconferencing system meets your needs.   The design will include, but is not limited to, site surveys, network designs and requirement recommendations.

Project Management      Project management will begin with a hand-over meeting with the entire team to discuss the timeline of the project and scope of the work, and continues throughout your relationship with Video Guidance.

Installation     Video Guidance will provide a turn-key installation from equipment ordering to training the end users to ensure that each system is installed properly to utilize all functions.

Training     Unless otherwise noted, in the Agreement’s Schedule or SOW, End User, administrator and technical training are standard with all ONE CALL agreements.  Training includes user guides, internal promotional material, user surveys and evaluation forms.

Reporting   ONE CALL provides reporting solutions for customer’s visual communications applications.   Video Guidance provides a base set of reporting capabilities for ONE CALL customers.

5) ONE CALL Support Program

ONE CALL Support program (for video conferencing equipment, displays, manufacturer’s cabling, camera, microphones and touch panels) includes:

  1. 24 hour Helpdesk support.
  2. An equipment maintenance and warranty program
  • Replacement codecs are sent to customer before receiving defective products; parts arrive to Customer next day.
  • Equipment replacements ship from Video Guidance by 4:00PM CST will arrive at Customer location next day.
  • LifeSize must be shipped by 2:00PM CST to arrive within 24 days.
  • Video Guidance will repair equipment for free while covered under a ONE CALL plan.
  • Video Guidance will coordinate a manufacturer’s on-site technician for repair or swap out of displays.
  • During manufacturer warranty period, Video Guidance will cover all Equipment repair costs.
  • Video Guidance will remotely diagnose all issues.   If an on-site visit is determined to be necessary by Video Guidance, upon Customer’s approval, a technician will be deployed on-site.    All travel expenses and labor charges associated the travel will be charged to customer per Video Guidance’s travel policy.
  1. Video Guidance will support the Customer with configuration of all network settings on the video conferencing codec.
  2. Video Guidance will provide Customer with manufacturer recommended settings for network devices to support video conferencing applications.  For an additional cost, Video Guidance will team with a technology network partner to provide consulting services for analyzing a Customer’s network and providing a clear outline for proper network configuration to support video conferencing applications.
  3.  Manufacturer escalation and management.
  4.  Industry updates and new software releases.
  5.  Continuous training sessions.
  6.  User guides, internal promotional material, user surveys and evaluation forms.
  7.  Interoperability testing with various industry standard devices and software releases.
  8. Monthly technical bulletin via email.
  9. Standard configuration changes will be processed.

6) ONE CALL Plus Support Program

Video Guidance’s ONE CALL Plus program offers, in addition to the deliverables in the ONE CALL Support Program, complete management of a Customer’s infrastructure, including end points, gateways, bridges, management systems, etc. The deliverables of the ONE CALL Plus program include:

Proactively monitoring endpoints and infrastructure – With the appropriate access to Customer’s equipment, Video Guidance will configure a management tool to monitor your equipment for hardware failure, network failure and other system error messages. Video Guidance will proactively address issues, reducing the amount of downtime and ensuring the highest availability of these resources.

Continuous capture and backup of system configuration settings – Video Guidance will monitor each device and capture system configuration settings, and store them in a secure location. In the event of a failure/outage, Video Guidance will replace hardware and upload the latest configuration settings, allowing your users to get back on line with the shortest amount of downtime.

Assisting with Moves/Adds/Changes – Video Guidance will remotely make all configuration and programming moves / adds / changes required on a daily basis.   Provided with secure, direct access to each device, Video Guidance will work under Customer’s direction to change, enhance and enable the settings.

Continuously testing/verifying software and pushing it out to your devices – On a monthly basis, Video Guidance will work with various manufacturers to test and verify new software revisions.  Once software has been validated, Video Guidance will communicate with each customer to determine an upgrade and testing process that does not create downtime for the end users.

Preparing reports that can provide feedback on utilization – Video Guidance will work with Customer to define the reports Customer would
like receive on a monthly or quarterly basis. These reports can provide Customer with insight to helpdesk issues, endpoint utilization and bridging utilization.

Global Address Book Management– Video Guidance will maintain Customer’s global address book as it pertains to video users.

7) ONE CALL A/V Support Program

Video Guidance’s ONE CALL A/V program offers complete management of a Customer’s audio and video infrastructure, including controllers, displays, cabling, programming, touch-panels and specialized application systems.  The deliverables of the ONE CALL A/V program are:

  1. Web-based customer ticketing system and detailed service reporting.
  2. Guaranteed response times for phone support and service level agreements.
  3. Manufacturer escalation and management.
  4. Warranty to replace or repair equipment including displays.
  5. One lamp replacement per year (if required).
  6. Priority Part Replacement: Expedite delivery of replacement products
  7. Proactive testing and continuous user training upon request.
  8. Annual A/V Tune-Up / Assessment* that features remote inspection; testing all system components; updating system documentation; equipment replacement; check all inputs/outputs; review past year service tickets; refresher training on controllers and keypads; and recommend best practices.
  9. Field Repair that provides (if necessary) on-site support for 2 site visits and unlimited remote service per year per location.
  10. Labor and trip charges apply to on-site support after 2 site visits or 8 hours of service per year per location.
  11. Travel expense are not included in the ONE CALL A/V Support Program.      Actual travel expenses will to charge for onsite support.

The Annual A/V Assessment deliverables include:

  1. Remote inspection and testing of the existing video environment to isolate any audio, video or room system quality discrepancies
  2. Remote test the network connectivity that links the video system into the LAN/WAN infrastructure.
  3. Check and/or replace nonfunctioning displays, controls, filters, input/outputs, connectors, cables and lamps.
  4. Review touch panel for optimal utilization and functionality.
  5. Administer questionnaires to identify system goals to improve utilization of the current video environment.
  6. Review previous ticketing reports to identify any re-occurring, chronic issues or functionality requirements.
  7. Make test calls to assess network capacity, packet lost, etc.
  8. Updated system documentation.
  9. Replace any nonfunctioning components (Codec excluded)
  10. If requested, provide refresher training on controllers, and keypads, and recommend best practices.
  11. Provide completed checklist, documentation, test analysis and related recommendations.
  12. Update Video Guidance’s customer database.

8) VG Connect Recording

These conditions governs the use of Video Guidance Recording and Streaming Services provided to the company or organization named in the Video Guidance Service Agreement or any other form of registration completed or submitted.    By executing and returning Service Agreement or Order Form, you expressly agree to be bound by and comply with these terms and conditions.

  1. Definitions & Interpretations

1.1   “API” means the Services Application Program Interface and associated documentation.

1.2 “Account Administrator” means the individual(s) appointed by Subscriber to manage the Organizations/Groups, Recorders, Users, and Content on behalf of the Subscriber. All Account Administrators must be employees of Subscriber.

1.3  “Content” means any content created, uploaded or recorded using the Services including recorded audio, video and presentations, and upload/use of graphical elements (e.g. logos) and copy writing for white labeling purposes.

1.4  “Intellectual Property Rights” means all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisional, reissues, re-examinations, and revivals thereof and existing anywhere in the world.

1.5  “Order Form” means any written or electronic document or registration form for placing orders for the Services and any addenda or amendments thereof, entered into contemporaneously with this Agreement or from time to time thereafter. Each Order Form shall be governed by and deemed to incorporate the terms and conditions contained herein, except as otherwise expressly provided in the Order Form. Each Order Form will describe all of the Services that Provider agree to make available to Subscriber.

1.6  “Package” means the level of the Services Subscriber has been licensed to use, as provided on the Order Form, which details the features and limits to the features Subscriber is permitted to use.

1.7  “Services” means, collectively, the computer applications, interfaces, software, programs, products, services and websites provided or made available by Provider and its affiliates pursuant to any Order Form, including provision of access to the Website for, among other things, recording and managing videos.

1.8  “Subscriber” means the company, organization, employer, principal or other legal entity named in each Order Form and for whom Provider provide the Services pursuant to this Agreement.

1.9  “User” means an individual who has completed the user registration process and created a user account at the Website, or an individual that has been provisioned with a user account to the Website by an Account Administrator. This includes any individual that Provider create a user account for a Subscriber’s direction and any individual invited by Subscriber to become a user.

1.10 “Website” means the website at http://www.rec.vc; https://my.rec.vc and any other URLs maintained by Provider for the purpose of making the Services accessible to Users.

1.11 “User Interface” means an interface within the Website configured for Users authorized by Subscriber to start and stop recording of videos, manage recorded videos including editing, exporting, sharing, playback and delete.

  1. Grant of License; Proprietary Rights

2.1  Provider hereby grant to Subscriber a non-transferable, non-exclusive, non-licensable limited term right and license to access and use, and to authorize and permit Users to access and use, the Services, solely as provided in each Order Form. Except for the rights specifically granted under this Agreement, Subscriber is not given any right, title or interest in or to the Services or Website, and Provider expressly reserve all such rights, title and interests.

2.2  As between the parties, Provider shall hold title to all Intellectual Property Rights in and to the Services and Website. Such Intellectual Property Rights may only be used by Subscriber in the manner stated in this Agreement and Order Form. Under no circumstances shall Subscriber or a third party acquire any Intellectual Property Rights to the Services or Website. Access to the Services and Website is licensed, and not sold, on the terms set out in this Agreement.

2.3 Subscriber agrees that it shall not do or permit or authorize any Users to do any of the following acts without explicit written permission by Provider:

  1. Modify, translate, amend or otherwise alter the Services or Website;
  2. Attempt to decompile, reverse engineer or otherwise disassemble, or create derivative works of or from any part of the Services or Website;
  3. Redistribute, encumber, sell, rent, lease or otherwise transfer any Services or portion of the Website, including in a timeshare or service bureau relationship; or
  4. Remove, alter, or destroy from the Services or Website any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded therein.

2.4  All Content shall remain Subscriber’s sole property or the property of its respective legal owner. Provider shall have no liability for such Content. By recording video conferences, Subscriber represents and warrants that it has obtained all necessary licenses, permissions, consents and agreements necessary for the lawful use of Services including video recording of Subscriber’s employees and any third party that may take part in the video conferences.

Subscriber acknowledges and agrees Provider does not control the Content recorded and managed by Users, and does not guarantee the accuracy, integrity or quality of such Content. Subscriber agrees that Subscriber must evaluate, and bear all risks associated with, the use of any third party Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will Provider be liable in any way for any third party Content, including, but not limited to, any errors or omissions in any third party content, or any loss or damage of any kind incurred as a result of the use of any third party Content posted, emailed, transmitted or otherwise made available via the Services or Website.

2.5  Subscriber agrees to use the Services within the parameters of the Package Subscriber has purchased. Provider reserves the right to terminate the Services immediately on breach of this clause and Provider are under no obligation to provide a refund in full or in part for the fees paid.

  1. Digital Millennium Copyright Act (applicable if domiciled in the United States of America only)

3.1  Users will not knowingly publish content in violation of applicable copyright law. If a user believes content has been displayed, reproduced, printed or otherwise distributed by them through this website in violation of any third party copyright, please notify us in writing.  Send your notice to Provider and include the following:

  1. electronic or physical signature of a person authorized to act for the copyright owner
  2. description of the copyrighted work
  3. description of where the infringing content is located on this website
  4. your office or home address, telephone number and email address
  5. a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
  6. a statement under penalty of perjury that the above is true and you are authorized to act for the owner.
  1. Availability of Service

4.1 The Services are normally available over the Internet around the clock. Provider shall be entitled to take measures that affect the aforementioned accessibility when Provider deem such to be necessary for technical, maintenance, operational, or security reasons. Provider guarantee at least 99,8% total uptime of the Services, as measured over a rolling 3 month (90 day) period. This excludes any planned maintenance periods as described below.  Provider will backup Subscriber’s data stored on our system, including files stored in Subscriber User Interface and associated User data such as notifications, permissions and Meta data. Backups of the Services recorded videos are carried out daily. Full backups of the Services database are carried out nightly.   All backups are held for a 14-day period. Any problems experienced by Subscriber in accessing the Service should be reported to Provider.

4.2 Provider assume no responsibility for technical support or problems arising from or relating to third party systems, equipment owned or maintained by Subscriber or any Users, or the administration of email addresses or the email account of any User.

4.3  Provider agree to take commercially reasonable steps to maintain the Services in a secure manner. If a security flaw is detected with respect to which Provider has reason to believe the security or integrity of Content or account information of Subscriber’s Users may be affected, Provider shall use reasonable efforts to notify Subscriber promptly of such defect and any related remedial steps Provider propose to take.

4.4  Provider reserve the right at any time and from time to time to reasonably modify or discontinue, temporarily or permanently, the Services or Website (or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions however any changes will not materially limit your ability to share record video conferences, and manage and share recorded videos.

4.5  The Services or Website may contain links to third party websites that are not owned or controlled by Provider. These links are provided solely for Users’ convenience. Provider have no control over any linked third party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites.

  1. Subscriber Obligations

5.1 Subscriber agrees to reasonably:

  1. appoint at least one Account Administrator
  2. provide true, accurate, current and complete information about Users who access the Services on Subscriber’s behalf (“Subscriber’s Users”) as prompted by the registration process, including Users’ identity and a correct and legitimate email address (the “Registration Data”);
  3. maintain and promptly update the Registration Data to keep it true, accurate, current and complete;
  4. cause Subscriber’s Users to maintain the security of their login credential(s); and
  5. consent and authorize Provider to verify any Registration Data. If Subscriber or a User provides any information that is untrue, inaccurate, not current or incomplete, or Provider have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, Provider have the right to suspend or terminate the relevant User accounts and refuse any current or future use of the Services or Website.

5.2  Subscriber acknowledges, consents, and agrees that Provider may access, preserve and disclose Subscriber’s account information and Content if and solely to the extent required to do so by law or in good faith belief that such access, preservation, or disclosure is reasonably necessary to:

  1. respond to Subscriber’s requests for service;
  2. comply with legal process;
  3. enforce this Agreement;
  4. respond to claims that Subscriber’s Content violates the rights of third parties; or
  5. protect the rights, property, or personal safety of Provider, other Users, or the public.

Where Provider is required to access and disclose Subscriber’s account information and Content, Provider will use commercially reasonable efforts, to the extent Provider are permitted to do so, to give Subscriber as much notice of this disclosure as possible.

5.3  Subscriber agrees to notify Provider immediately of any unauthorized use of Subscriber’s account, the login credentials of any of Subscriber’s Users, or any other breach of security. Subscriber may be held liable for losses incurred by Provider or any User of the Services or Website due to someone else using the Registration Data.

5.4  Subscriber represents that Subscriber is authorized to receive the Services under the laws of the geographical jurisdictions in which Subscriber and Subscriber’s Users are located. Subscriber shall be responsible for all activities, communications and transactions of Subscriber and Subscriber’s employees and agents conducted through use of the Services and Website and their compliance with applicable national, federal, state and local laws.

5.6 Subscriber agrees not to:

  1. Use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
  2. Collect or harvest any personally identifiable information, including names, from the Services or Website;
  3. Use any information provided in the Services or Website for the sending of spam, bulk email messages or bulk instant messages for marketing or other purposes other than internal business use;
  4. Use any part of the Services or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
  5. Use any part of the Services or Website to pretend to be Provider or someone else or otherwise misrepresent the identity or affiliation of a User or attempt to disguise the origin of any Content;
  6. Use the Services, Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights;
  7. Interfere with or disrupt the Website, servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
  8. Upload, post, email, transmit, or otherwise make available any Content that Provider, in our sole discretion, deem to be unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, inflammatory, hateful, or racially, religiously, ethnically, or otherwise objectionable, or harmful to minors;
  9. Attempt to gain unauthorized access to the Services or Website or any portion or feature of thereof, or any other systems or networks connected to the Website or to any of our servers;
  10. Probe, scan, or test the vulnerability of the Website or any network connected to the Website (except with Provider express prior written consent and cooperation for security testing purposes only), nor breach the security or authentication measures on the Website or any network connected to the Website;
  11. Take any action that imposes an unreasonable load on the Services or Website or on Provider infrastructure or networks or any networks connected to the Website;
  12. Use the Services or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof; or
  13. Provide access to the Services or Website to anyone else other than Users.
  1. API Terms

6.1 Subscriber is granted a limited, non-sub-licensable right to access the API, the Services and Data for the purpose of enabling Subscriber and users it authorizes to access the Services via 3rd party software or website. Any use of the API, including use of the API through a third-party software or website that accesses the Services, is subject to the terms of this Agreement plus the following specific terms.

6.2 Subscriber will not collect any users’ personal information or data in a misleading, illegal, unauthorized or unfair way. Without limiting the generality of the foregoing, Subscriber will never collect, store or record passwords used by users’ to log-in to the Services. If users need a separate password to use Subscriber software Subscriber will generate a unique password and securely communicate it to the user. Subscriber agrees that any 3rd party software shall be provided by Subscriber in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).

6.3 Subscriber will not use the API to create software that sends unsolicited communications (whether commercial or otherwise) to any third party.

6.4  Provider reserve the right at any time to modify or discontinue, temporarily or permanently the API (or any part thereof). Where Provider permanently discontinues the API, Provider will continue to provide appropriate levels of support to ensure continuance of the API which has just been replaced for a period not less than 6 months to be determined by Provider, in our sole discretion.

6.5 Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of Subscriber account’s access to the API. Provider, in our sole discretion, will determine abuse or excessive usage of the API.

6.6  Provider retains the right to the Services, including the API. In no way will Subscriber pass off, market or otherwise make representations that the Provider brand, Services or Website is owned or otherwise connected with Subscriber.

6.9  Provider reserves the right to limit Subscriber access to the API or the number of calls Subscriber software can otherwise make to it, except solely as agreed in a separate written order.