This Agreement is between VideoSupport and the person or entity using the Services (“Customer” or “you”). If you’re using the Services on behalf of a company, you confirm you’re authorized to accept this Agreement on behalf of your company.

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.

• 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, only as part of the Service and according to the Documentation and this Agreement. 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 of the Services.

• Copy, modify, or create derivative works of the Services or Documentation.

• Remove or obscure any notices in the Services or reports.

• Publicly share performance information about the Services.

• Use the Services for competitive analysis.

• 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: a) In General: Customer is responsible for the accuracy, content, and legality of all Customer Data and ensures it has all necessary rights to use and share the data. Customer Data must not violate any laws or third-party rights. b) No Sensitive Personal Information: Customer agrees not to use the Services for Sensitive Personal Information unless specifically agreed in writing. VideoSupport is not liable for handling such data. c) Compliance with Laws: Customer must comply with all applicable laws, including anti-spam laws. d) Disclosures on Customer Properties: Customer must disclose its use of third-party tracking technology and obtain necessary consents from users, providing clear information on data collection and use.

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. This is subject to VideoSupport giving prompt notice of the claim, allowing Customer to control the defense, and cooperating with Customer. VideoSupport may participate in the defense at its own expense and Customer cannot settle without VideoSupport's consent unless the settlement fully releases VideoSupport and imposes no obligations on VideoSupport.

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, providing necessary credentials. Customer authorizes VideoSupport to access these accounts to provide the Services. 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, including any beta features, and does not guarantee continued integration. This Agreement governs use of the Services, even if accessed through a third-party platform.

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, which are the sole responsibility of the third-party provider.

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, including Feedback.

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: a) Monthly Subscription Term: For month-to-month subscriptions, the term renews monthly. Customer can cancel at any time via the Dashboard, effective at the end of the current term. b) Yearly or Multi-Year Subscription Term: 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 unless paid by a recurring payment method or otherwise specified. VideoSupport can adjust pricing at renewal. Fees include a baseline monthly fee based on contracted usage, with prorated adjustments for changes. Additional usage charges apply if usage exceeds contracted amounts. 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:
a) Recurring Billing Authorization: Customer authorizes automatic charges to the payment method each month.
b) Foreign Transaction Fees: The provider may charge foreign transaction fees.
c) Invalid Payment: If a payment fails, Customer remains responsible, and VideoSupport may invoice directly or terminate the Agreement.
d) Changing Payment Information: Customer can update payment information via the Dashboard.
e) Payment of Outstanding Fees: Upon termination or expiration, VideoSupport will charge any outstanding fees, then cease further charges.

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: a) Fails to cure a material breach within 30 days of written notice. b) Ceases operation without a successor. c) 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. Termination does not affect other remedies.

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 of this warranty occurs, VideoSupport will use reasonable efforts to correct the issue or, if impracticable, terminate the affected Subscription Term and refund any pre-paid fees for the terminated portion. This warranty does not apply if:

• Customer does not claim within 30 days of noticing the issue.

• The issue is caused by misuse, unauthorized modifications, or third-party services.

• Services are provided on a trial, beta, or evaluation 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 OR REVIEW CUSTOMER DATA FOR ACCURACY. VIDEOSUPPORT IS NOT LIABLE FOR COMMUNICATION RESULTS OR FAILURES USING THE SERVICES. VIDEOSUPPORT IS NOT RESPONSIBLE FOR INTERNET OR THIRD-PARTY SERVICE ISSUES BEYOND ITS CONTROL. CUSTOMER MAY HAVE STATUTORY RIGHTS, BUT STATUTORY WARRANTIES WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

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 (DEFINED BELOW), 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, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE.

12.2 Liability Cap: EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), 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 (excluding operational issues or Customer Data claims).

12.4. Nature of Claims and Essential Purpose Failure. The limits and waivers in this section apply no matter the type of claim (contract, tort, negligence, strict liability, etc.) 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:

(i) Quickly notifies VideoSupport in writing about the claim.

(ii) Allows VideoSupport to control the defense and settlement.

(iii) Cooperates as needed.

If a Service is found to infringe or likely to infringe, VideoSupport may:

(a) Replace it with a similar service.

(b) Obtain the right for Customer to continue using it.

(c) Terminate the agreement and refund unused fees.

Indemnification does not apply if:

The Service is modified by anyone other than VideoSupport, causing the infringement.

The Service is combined with other products not provided by VideoSupport, causing the infringement.

The Service is used improperly.

The infringement arises from Customer Data or third-party components in the Service.

The infringement is due to common features found in similar products.

The infringement arises from Customer's use of third-party messaging apps.

Customer settles or makes admissions without VideoSupport's consent.

This section outlines VideoSupport's full liability for intellectual property infringement claims.

14. Confidential Information

Both parties agree that any business, technical, or financial information received from the other is confidential if it is marked as such or should reasonably be known as confidential. This includes VideoSupport Technology, service performance information, and the terms of this agreement.

The Receiving Party will:

• Keep Confidential Information private.

• Use it only to fulfill obligations and exercise rights under this agreement.

• Confidential Information can be shared with employees, agents, contractors, and representatives who need to know and are bound by similar confidentiality obligations. The Receiving Party is responsible for ensuring compliance by these representatives.

Confidentiality obligations don't apply to information that:

(i) Was already known by the Receiving Party.

(ii) Becomes public through no fault of the Receiving Party.

(iii) Is obtained legally from a third party.

(iv) Is independently developed by the Receiving Party.

Disclosures required by law or court order are allowed if the Disclosing Party is notified in advance and given the chance to seek confidential treatment.

Disclosure of Confidential Information can cause substantial harm, and the Disclosing Party can seek equitable relief in addition to other legal remedies.

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 and does not imply Customer's endorsement of the services.

16. General Terms

16.1. Assignment. This agreement benefits each party's successors and assigns. Neither party can assign this agreement without the other's written consent, except in cases of merger, reorganization, acquisition, or transfer of most assets or voting securities. Unauthorized transfer or assignment is void.

16.2. Severability. If any part of this agreement is found unenforceable or invalid by a court, it will be limited to the minimum extent necessary, and the rest of the agreement will remain in effect.

16.3. Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. The parties will try to resolve any disputes, claims, or disagreements related to this agreement. The complaining party must provide written notice titled "Initial Notice of Dispute," detailing the dispute's nature. If sending to VideoSupport, email legal@intercom.io and mail to:

Attn: Legal Department VideoSupport 55 Second Street, 4th Fl., San Francisco, CA 94105

After receiving the Initial Notice of Dispute, the parties will negotiate in good faith to resolve the issue within 30 days. If they can't resolve it, the dispute can be taken to court.

b) Choice of Law and Jurisdiction. For any claims not resolved through this process, Customer agrees to the exclusive jurisdiction and venue of the state and federal courts in San Francisco County, California, and that California law will apply.

c) Construction and Joinder. This agreement is to be interpreted as if both parties wrote it. Both parties agree to bring claims only in their individual capacities and not as part of a class. No arbitration or claim will be joined with another without both parties' consent. Any disputes over this provision will be settled by a court, not an arbitrator.

d) Injunctive Relief. VideoSupport can seek urgent legal relief in any jurisdiction if necessary.

16.4. Notice. Any required or permitted communication under this agreement must be in writing and sent to the addresses listed on the Order Form.

Notices are considered received:

(i) Immediately if delivered by hand.

(ii) The next business day if sent by overnight courier.

(iii) Two business days after mailing if sent by registered or certified mail.

(iv) The next business day if sent by email.

Electronic communications are considered valid and satisfy any legal requirements for written communication.

16.5. Amendments; Waivers. No changes to this agreement are valid unless in writing and signed by both parties. No waiver of any part of this agreement is effective unless in writing and signed by the waiving party. 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. VideoSupport may update services, and related documents will reflect these changes. Support and service terms may also be updated, but such changes will not reduce VideoSupport's obligations as of the effective date.

16.7. Force Majeure. Neither party is liable for delays or failures to perform 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 under this agreement 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. Neither party can bind the other without written consent.

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.

Specifically, the Customer agrees not to:

• Use the Services in violation of any U.S. export controls or sanctions.

• Submit information to the Services that is regulated by the U.S. International Traffic in Arms Regulations or classified under the Export Control Classification Number (except EAR99).

16.12. Government End-Users

The Services are commercial software.

If the Customer or end user is a U.S. Government entity, their use of the Services is governed by specific regulations:

Federal Acquisition Regulation 12.212 for civilian use.

Defense Federal Acquisition Regulation Supplement 227.7202 for military use. The Services were developed entirely with private funds.

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.