VideoSupport Terms & Conditions

Effective Date: The date this Agreement starts is either when you first access the Services or the date of the first order form that references this Agreement.

VideoSupport refers to either: VideoSupport, Inc., if your shipping address is in the USA, or VideoSupport R&D Unlimited Company, if your shipping address is outside the USA.

Modifications to this Agreement: VideoSupport can change this Agreement periodically. Changes apply at the next subscription renewal or new order, unless specified otherwise. VideoSupport will inform you of changes via your account, email, or other methods. Continuing to use the Services after changes take effect means you accept the new terms. If you don't agree with changes that take effect before renewal, you can terminate your subscription and get a refund for the unused portion.

By using or accessing the Services, you agree to be bound by this Agreement. If you do not agree, do not use the Services. This Agreement includes mandatory arbitration for dispute resolution.

1. Definitions

• Affiliate: Any entity controlled by the Customer with more than 50% ownership.
• Beta Offerings: Pre-release services or features.
• Contractor: An independent contractor or consultant.
• Customer Data: Any data submitted to the Services by or for Customer.
• Customer Properties: Customer's websites, apps, or other offerings using the Services.
• Dashboard: VideoSupport's interface for accessing the Services.
• Documentation: User guides provided with the Services.
• Feedback: Comments or suggestions about VideoSupport's products or services.
• Intellectual Property Rights: All types of intellectual property rights.
• VideoSupport Apps: Applications developed by VideoSupport available in its App Store.
• VideoSupport Code: Code provided by VideoSupport for use on Customer Properties.
• Laws: All applicable local, state, federal, and international laws and regulations.
• Order Form: A form used to order Services, including online registration or payment processes.
• People: End users, potential end users, and visitors to Customer Properties.
• Permitted User: An authorized employee or contractor of Customer.
• Sensitive Personal Information: Includes payment card data, health information under HIPAA, and special categories of personal data under EU law.
• Services: VideoSupport's software-as-a-service solutions.
• Taxes: Sales, use, GST, VAT, or similar taxes excluding income taxes.
• Third Party Messaging App: Separate applications integrated with the Services.
• Third-Party Platform: Non-VideoSupport software or services integrated with the Services.

2. VideoSupport Services

2.1 Services Overview

VideoSupport's Services are customer service software solutions offered online, designed to manage customer interactions throughout their lifecycle.

2.2 Provision of Services

Services are provided on a subscription basis for a term specified in the Order Form.

2.3 Access to Services

Customer may use the Services for its own benefit according to the Agreement, Documentation, and any usage limits in the Order Form. Only Permitted Users can access the Services. Customer must keep passwords and API keys confidential and ensure that each Permitted User's credentials are not shared. If a Permitted User leaves Customer's employment, Customer must terminate their access. VideoSupport may suspend access if usage exceeds limits or negatively impacts the Service's functionality or security.

2.4 VideoSupport Apps

If VideoSupport provides any apps for use with the Services, Customer gets a limited, non-transferable, non-sublicensable, non-exclusive license to use these apps during the Subscription Term, only as part of the Service and according to the Documentation and this Agreement.

2.5 VideoSupport Code

Customer can deploy VideoSupport Code on their properties to enable messaging, calling, chat, and other functionalities, and to collect data for use with the Services. VideoSupport grants a limited, non-transferable, non-sublicensable, non-exclusive license to use this code during the Subscription Term. Customer must follow all instructions for implementing the code and understands that changes to their properties might affect Service functionality, for which VideoSupport is not responsible.

2.6 Contractors and Affiliates

Customer can allow its employees, contractors, and its affiliates' employees and contractors to use the Services, provided Customer ensures compliance with this Agreement and that the use is solely for Customer's benefit.

2.7 General Restrictions

Customer will not: rent, lease, or sublicense the Services; use the Services to provide a product or service to others; reverse engineer or seek the source code; copy, modify, or create derivative works; remove or obscure any notices; publicly share performance information; use the Services for competitive analysis; or violate the AUP.

2.8 VideoSupport APIs

VideoSupport may limit access to APIs and monitor usage. If usage breaches this Agreement or affects Service security, operability, or integrity, VideoSupport may limit or terminate access.

2.9 Trial Subscriptions

If Customer has a free trial, it lasts for 14 days unless otherwise granted. Trials are for evaluation purposes only and may have limited features. If Customer does not upgrade to a paid subscription before the trial ends, access to the Services will terminate. VideoSupport can end a trial at any time and provides no warranty, support, or indemnity during the trial.

2.10 Beta Offerings

Customer can choose to use Beta Offerings, which may be free or come with additional terms. VideoSupport can change or start charging for Beta Offerings at any time. These are for testing and evaluation only, may not be secure, and can be changed or discontinued without notice. VideoSupport has no liability for Beta Offerings, which are used “as is” and at the Customer's own risk.

3. Customer Data and Customer Obligations

3.1 Data Processing by VideoSupport

All data processing activities are governed by the Data Processing Addendum (“DPA”).

3.2 Rights in Customer Data

Customer retains all rights to its data provided to VideoSupport. Customer grants VideoSupport a non-exclusive, worldwide, royalty-free right to use Customer Data to provide the Services.

3.3 Storage of Customer Data

VideoSupport is not an archiving service and will not intentionally delete Customer Data during the subscription term but has no other storage obligations.

3.4 Anonymized Data

Customer agrees that VideoSupport can use anonymized data derived from Customer Data for analysis, improvement, support, and operation of the Services, even after the Agreement ends.

3.5 Customer Obligations

Customer is responsible for the accuracy, content, and legality of all Customer Data and ensures it has all necessary rights. Customer Data must not violate any laws or third-party rights. Customer agrees not to use the Services for Sensitive Personal Information unless specifically agreed in writing. Customer must comply with all applicable laws, including anti-spam laws, and must disclose its use of third-party tracking technology and obtain necessary consents.

3.6 Indemnification by Customer

Customer will defend and indemnify VideoSupport from any third-party claims, costs, damages, or losses related to Customer Data, use of third-party apps or platforms, or breaches of Customer Obligations.

4. Security

VideoSupport will use reasonable technical and organizational measures to prevent unauthorized access to the Services, as described in the Security Policy in the DPA. VideoSupport is not responsible for transmission errors, unauthorized third-party access, or other issues beyond its control.

5. Third-Party Platforms and Third-Party Messaging Apps

5.1 Integration with Third-Party Platforms

The Services may integrate with third-party platforms. Customer can import/export data between the Services and these platforms. Customer is responsible for complying with the terms of third-party platforms and maintaining good standing accounts. VideoSupport is not liable for third-party platforms and does not guarantee continued integration.

5.2 Third-Party Messaging Apps

Customer must agree to the terms of any third-party messaging apps used and authorize VideoSupport to create accounts if needed. VideoSupport is not liable for the functionality or performance of these apps.

6. Ownership

6.1 VideoSupport Technology

This is a subscription agreement for access and use of the Services. Customer obtains only a limited right to the Services. No ownership rights are conveyed under this Agreement. VideoSupport and its suppliers retain all rights to the Services, Documentation, integrations, related technology, and any derivative works.

6.2 Feedback

Customer may submit Feedback to VideoSupport, which VideoSupport can use freely. Customer grants VideoSupport a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free license to use Feedback.

7. Subscription Term, Fees & Payment

7.1 Subscription Term and Renewals

For month-to-month subscriptions, the term renews monthly and Customer can cancel at any time via the Dashboard. For yearly or multi-year subscriptions, the term is specified in the Order Form and renews yearly unless either party gives 30 days' notice before the term ends.

7.2 Fees and Payment

Fees are set in the Order Form and due within 30 days of invoice. VideoSupport can adjust pricing at renewal. Taxes are the Customer's responsibility. Late payments incur a 1.5% monthly service charge or the maximum allowed by law.

7.3 Payment Via Recurring Payment Method

If paying via credit card, debit card, or another recurring method, Customer authorizes automatic charges each month. If a payment fails, Customer remains responsible. Customer can update payment information via the Dashboard. Upon termination, VideoSupport will charge any outstanding fees.

7.4 Suspension of Service

If Customer's account is overdue by 30 days or more, VideoSupport can suspend access to the Services until payment is made without liability. Access may also be suspended if Customer violates the AUP or this Agreement.

8. Term and Termination

8.1 Term

This Agreement is effective from the Effective Date and lasts until the end of the last Subscription Term unless terminated earlier.

8.2 Termination for Cause

Either party can terminate this Agreement if the other party: fails to cure a material breach within 30 days of written notice; ceases operation without a successor; or seeks bankruptcy protection or is subject to a similar proceeding that is not dismissed within 60 days.

8.3 Effect of Termination

Upon termination, Customer must stop using the Services and delete all related data and credentials. Customer will have no further access to Customer Data, which VideoSupport may delete.

8.4 Survival

Sections on general restrictions, trial subscriptions, beta offerings, storage of Customer Data, anonymized data, indemnification by Customer, ownership, fees and payment, payment via recurring method, effect of termination, warranty disclaimer, limitation of liability, indemnification, confidential information, and general terms will survive termination.

9. Limited Warranty

9.1 Limited Warranty

VideoSupport warrants that the Services will operate in substantial conformity with the Documentation. If a breach occurs, VideoSupport will use reasonable efforts to correct the issue or, if impracticable, terminate the affected Subscription Term and refund any pre-paid fees. This warranty does not apply if Customer does not claim within 30 days, the issue is caused by misuse or third-party services, or Services are on a trial or beta basis.

9.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED “AS IS”. VIDEOSUPPORT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VIDEOSUPPORT DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE USE OF THE SERVICES.

10. Availability

The Services are available subject to VideoSupport's Service Level Agreement.

11. Support

During the Subscription Term, VideoSupport will provide end-user support according to its Support Policy.

12. Limitation of Liability

12.1 Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS) IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, PROFITS, OR BUSINESS INTERRUPTION.

12.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO VIDEOSUPPORT IN THE 12 MONTHS BEFORE THE CLAIM.

12.3 Excluded Claims

Excluded Claims are: Customer's breach of General Restrictions; obligations under Customer Obligations or Customer Indemnification; breach of Confidential Information obligations.

12.4 Nature of Claims and Essential Purpose Failure

The limits and waivers in this section apply no matter the type of claim and will still apply even if a specified remedy doesn't work as intended.

12.5 Applicable Law

The liability limits in this section won't apply if the law doesn't allow it.

13. Indemnification

VideoSupport will defend and indemnify Customer against third-party claims that a Service infringes Intellectual Property Rights, provided Customer quickly notifies VideoSupport, allows VideoSupport to control the defense, and cooperates as needed. If a Service is found to infringe, VideoSupport may replace it, obtain the right for Customer to continue using it, or terminate the agreement and refund unused fees. Indemnification does not apply if the Service is modified by others, combined with non-VideoSupport products, used improperly, or if the infringement arises from Customer Data or third-party components.

14. Confidential Information

Both parties agree that any business, technical, or financial information received from the other is confidential. The Receiving Party will keep Confidential Information private and use it only to fulfill obligations under this agreement. Confidentiality obligations don't apply to information that was already known, becomes public, is obtained legally from a third party, or is independently developed.

15. Publicity

VideoSupport may use Customer's name to identify them as a customer, including on VideoSupport's website, with Customer's prior written consent. This use must follow any written guidelines provided by the Customer.

16. General Terms

16.1 Assignment

Neither party can assign this agreement without the other's written consent, except in cases of merger, reorganization, acquisition, or transfer of most assets.

16.2 Severability

If any part of this agreement is found unenforceable, it will be limited to the minimum extent necessary, and the rest remains in effect.

16.3 Governing Law; Dispute Resolution

The parties will try to resolve disputes directly with a 30-day negotiation period. For unresolved claims, Customer agrees to the exclusive jurisdiction of state and federal courts in San Francisco County, California, under California law. Both parties agree to bring claims only in their individual capacities. VideoSupport can seek urgent legal relief in any jurisdiction if necessary.

16.4 Notice

Any required communication must be in writing and sent to the addresses listed on the Order Form. Electronic communications are considered valid and satisfy legal requirements for written communication.

16.5 Amendments; Waivers

No changes are valid unless in writing and signed by both parties. Customer's purchase orders or business forms do not override this agreement's terms.

16.6 Entire Agreement

This agreement is the complete and exclusive understanding between the parties and supersedes all prior agreements.

16.7 Force Majeure

Neither party is liable for delays or failures due to unforeseen events beyond their control, such as natural disasters, strikes, war, or failures in telecommunications.

16.8 Subcontractors

VideoSupport can use subcontractors to provide services but is responsible for their compliance and performance.

16.9 Subpoenas

VideoSupport may disclose Customer Data if required by law, subpoenas, or court orders, but will notify Customer if possible.

16.10 Independent Contractors

The parties are independent contractors. This agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.

16.11 Export Control and Economic Sanctions

Both parties agree to follow all U.S. and other relevant export and import laws. Both parties confirm they are not on any prohibited or restricted lists or from countries under U.S. embargoes or sanctions. Customer agrees not to use the Services in violation of any U.S. export controls or sanctions.

16.12 Government End-Users

The Services are commercial software. If the Customer or end user is a U.S. Government entity, their use is governed by Federal Acquisition Regulation 12.212 for civilian use and Defense Federal Acquisition Regulation Supplement 227.7202 for military use.

16.13 Counterparts

This Agreement can be signed in multiple copies. Each copy is considered an original, and all copies together are considered one agreement.