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Service Agreement Terms & Conditions

  1. Services. This Agreement governs the purchase and use of Video Window cloud conferencing service provided by VWL (“VWL Services”) and its third party suppliers (“Third Party Services”) (the VWL Services and Third Party Services are referred to collectively as the “Services”).  
  1. Trial Service A trial Video Window Service is a service VWL makes available for a limited period to enable Client to evaluate its functionality and technology. Client is authorized to use the Trial Service during a specified trial period for the purpose of evaluating its functionality and technology. The Trial Service may only provide a limited set of features and function; therefore use in a production environment or for commercial purposes is not recommended or supported. Any such use is solely at Client’s own risk. The generally available Trial Service may be ordered at any time. Client may only participate in a Trial Service one time. If Client wishes to continue with the Trial Service upon expiration of the trial period, Client will need to submit an order for the generally available Video Window Service offering. VWL is under no obligation to offer migration capabilities or services. This trial will run for 14 days period.  
  1. Term and Termination 
    • Term.  The Initial Term of this Agreement is set forth in the Account Information of this Agreement.  This Agreement shall thereafter cease unless renewed at end of the trial period. For purposes of this Agreement, “Term” means the Initial Term and all Renewal Terms.  The term of each Order Form, if any, shall be governed by such Order Form and shall continue for the term of the Order Form notwithstanding any termination of this Agreement.  The termination of any Order Form shall not otherwise effect the Term of this Agreement. 
    • Termination.  This Agreement or any Order Form may be terminated immediately by the non breaching party upon a material breach by the other party of a material provision of this Agreement or the relevant Order Form and such breach is not cured within sixty (60) days after written notice.  If Customer terminates the Agreement or any Order Form for cause, VWL will reimburse Customer for any applicable amounts prepaid by the Customer 
    • Survival. The following sections shall survive any termination of this Agreement: Termination, Responsibility for Your Account, Responsibility for Content of Communications, Limited Warranty, Indemnification, Limitation of Liability, Confidentiality and Miscellaneous.
  2. Payments, Charges and Taxes.   
    • Payments and Charges.  VWL will invoice Customer in advance on an annual basis by email. Payment terms are 14 days unless otherwise ageed. 
    • Unpaid Charges.  In the event charges due are not paid in full, for any reason, within fifteen (15) days from the Invoice date, VWL shall have the right to suspend all or any portion of the Services until such time as all undisputed charges and applicable late fees have been paid. Following such payment, VWL may reinstate Services to Customer only upon satisfactory assurance of Customer’s ability to pay for Services, including modified payment terms.  Such suspension shall not relieve Customer of payment liability accrued through the date of such suspension. Customer agrees to reimburse VWL for any costs, expenses, or fees expended by VWL in connection with any collection efforts against Customer, including reasonable internal and outside attorneys’ fees. 
    • Taxes, Fees and Surcharges.  In addition to the rates for the Services, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer’s invoice.   
  3. License.   Subject to Customer’s compliance with the terms and conditions of this Agreement, VWL hereby grants Customer and its invitees a non-exclusive license during the Term to use the Services. Except as specifically set forth herein, VWL or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Other than using the Services for conferences or meetings in which Customer is an active participant, Customer may not resell the Services or otherwise generate income from the Services. 
  4. Responsibility for Customer’s Accounts. Customer is responsible for maintaining the confidentiality of Customer’s accounts and necessary passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer’s accounts whether or not authorized by Customer.   
  5. Responsibility for Content of Communication.   Customer is the sole owner and is solely responsible for all content provided to VWL and the content of all conference communications (visual, written or audible) using Customer’s account.  Customer shall comply with all laws, rules and regulations while using the Services, shall not transmit any communication that violates any law, rule, or regulation, shall not violate any third party rights in using the Services, and shall not use the Services in any way that damages VWL’s property or interferes with or disrupts VWL’s system or other users.  Although VWL is not responsible for any such communications, VWL may suspend any such communications of which VWL is made aware.  Customer acknowledges and agrees that VWL does not control Customer’s content nor guarantee the accuracy, integrity, security or quality of Customer’s content.  Use of the conference recording feature or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. 
  6. Limited Warranty.  EXCEPT AS OTHERWISE PROVIDED HEREIN, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”; AND VWL AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.  
  7. Limitation of Liability.  IN NO EVENT WILL VWL, OR ITS SUPPLIERS OR AFFILIATES, BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF, OR RESULTING FROM THE SERVICES, THIS AGREEMENT OR ANY ORDER FORM REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF VWL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  VWL’S MAXIMUM CUMULATIVE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED TO SERVICES OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO VWL FOR THE SERVICES DURING THE YEAR IMMEDIATELY PRECEDING ANY SUCH LIABILITY. 
  8. Indemnification.  Customer shall indemnify, defend and hold VWL harmless from any and all third party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ fees, which arise out of or result from the content of communications on Customer’s account or a breach by Customer of the terms of this Agreement.  VWL shall indemnify, defend and hold Customer harmless from any and all third party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ fees, which arise out of or result from the breach by VWL of any term of this Agreement. 

    The party seeking indemnification with regard to any claim must: (i) notify the indemnifying party promptly in writing, not later than 30 days after the party receives notice of the claim, or sooner if required by applicable law; (ii) relinquish all control over the defense of the claim to the indemnifying party; and (iii) provide the indemnifying party with all assistance reasonably requested in defense of the claim. The indemnifying party shall have the right to compromise and settle the claim by the payment of money damages, but in no event shall the indemnifying party have the right to bind the indemnified party to any ongoing performance or other equitable relief in settlement of the claim. 
  9. Confidentiality. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (“Confidential Information”).  Confidential Information includes, without limitation, the terms of this Agreement; business strategies; marketing plans; industry and competitive information; technology; pricing; employee information; and financial information but shall not include any information (i) independently developed by a party, (ii) generally available to the public other than by a party’s breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party.  Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging or modifying the disclosure so required by law.   

    Each party to this Agreement agrees to hold all Confidential Information of the other party in confidence. The parties agree that all Confidential Information shall be disclosed only to those affiliates, employees and advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. Upon termination of this Agreement, each party shall, upon request, promptly return or destroy the other party’s Confidential Information except as may be required for backup, disaster recovery or business continuity and in such case the obligations hereunder shall survive until such Confidential Information is destroyed.   
  10. Services.  If Customer uses Services to send fax, email, phone, text or other messages (“Messages”) to any recipients (the “Recipients”) as a condition for using such Services, Customer represents and warrants: (a) that it will not make any automated outdials to induce the purchase of goods or services or to solicit a charitable contribution; and (b) it has the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and the content of such Messages is in compliance with all applicable laws, rules and regulations; and (c) that Customer is the sender of all Messages and VWL is acting at Customer’s direction as the broadcaster of the Messages.  
  11. Data Center 
    IT infrastructure is treated as a general resource “pool” that can be allocated and scaled freely to meet the changing demands of workloads and to ensure uptime and performance while providing high rates of utilization. The focus is on measuring and improving service levels while building out governance procedures that capture business requirements. Video Window operates on the Oracle Cloud Network. Oracle Data Centers features redundant power, cooling and network connectivity and are continuously monitored. Automated self-tests of Oracle infrastructure are designed to quickly detect failures, taking a downed site off-line and allowing the other sites to provide service continuity 
  12. Data Protection 
    VWL and Customer agree that it is each party’s responsibility to review and adopt requirements imposed on Controllers and Processors by the General Data Protection Regulation 2016/679, in particular with regards to Articles 28 and 32 to 36 of the GDPR, if and to the extent applicable to Personal Data of Customer/Controllers that is processed under the DPA. 
  13. Miscellaneous.   
    Any failure of a party to comply with any obligation or condition herein may only be waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.   
    Neither party may assign this Agreement in whole or in part without the prior written consent of the other party; provided that either party may freely assign this Agreement to an affiliate or in conjunction with a sale of all or substantially all of its assets, or a merger or similar transaction but any such assignment shall not relieve the assigning party of its obligations hereunder.  
    This Agreement shall be governed by, construed and enforced in accordance with the laws of The United Kingdom without giving effect to its conflict-of-laws principles.  Customer agrees that any legal action involving this Agreement in any way will be instituted in a court of competent jurisdiction located in The United Kingdom, and Customer consents to jurisdiction of the courts of The United Kingdom over Customer’s person for purpose of such legal action.  
    Should any part, term or provision of this Agreement be declared invalid, void or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.    
    The Agreement may be executed by email, and/or in any number of counterparts, all of which shall together be considered an original and may be evidenced by a scanned electronic (e.g. .pdf, .tif) copy. Notices must be sent in writing to the address below the signature block of this Agreement or any update thereto provided in writing. 
    Neither party shall be liable for delays and/or defaults in its performance (other than Customer’s obligation to make payments) due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing: acts of god or of the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failure; war; technology attacks, epidemic; acts of terrorism; riots; embargoes; quarantine; viruses; strikes; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control, whether or not similar to the foregoing 
    This Agreement and any Order Forms executed by the parties (each an “Order Form”) constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, representations, promises, or agreements, oral or written, including but not limited to any purchase orders, acknowledgements, emails, or other documents.  All such matters are merged into and superseded hereby.  No modification of this Agreement will be binding unless signed in writing by an authorized representative of each party.   
    Customer acknowledges that VWL is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. This Agreement is for the sole benefit of VWL, and Customer and is not intended to, nor shall it be construed to, create any right or confer any benefit on any third party.