Terms of Service

Last updated: 14 January, 2021

Welcome to Vialog!

We are delighted you’ve decided to use our products and services, all of which we refer to simply as the “Services.”

We’ve drafted these Terms of Service (which we simply call the “Terms”) so that you’ll know the rules that govern our relationship with you. Although we have tried our best to minimize the legalese in setting out the Terms, there are places where these Terms may read like a traditional contract. There’s a good reason for that: These Terms do indeed form a legally binding contract between you and Vialog Ltd which governs the use of Vialog. Please read the terms carefully.

Our Services instantly connect people everywhere allowing them to communicate and collaborate in new ways about matters meaningful, frivolous and everything in between. Vialog Services (hereinafter, “the Services”, “Services”, “our Services”, “we”, “vialog”, “Vialog”) allow guests and registered users to post a video, which is 60 seconds of length or less, that is public by default, and can include other content such as video transcript or location metadata. Our Services are primarily designed to help you share information, in the form you choose, with the world. Most of the information you provide us through the Services is information you are asking us to make public. What you publish on the Services may be viewed all around the world instantly.

By using the Services, you agree to the Terms. If you do not agree with the terms, please don’t use the service.

ARBITRATION NOTICE: WE WANT TO LET YOU KNOW UP FRONT THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND VIALOG AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND VIALOG WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Community Guidelines

Vialog is about sharing opinions, ideas and insights. Our goal in creating these rules is to accommodate the broadest range of self-expression while balancing the need of Vialog users to be able to use our service safely and enjoyably.

Be thoughtful about what you share. Keep it legal. Help us foster this community. Don’t use Vialog for any illegal purpose. What not to share:

• Harassment, bullying, or spamming
• Do not bother or make other people feel bad on purpose.
• It’s never OK to encourage violence or attack anyone based on their race, ethnicity, national origin, sex, gender, gender identity, sexual orientation, religious affiliation, disabilities, or diseases.
• Copyright infringement
• Any moving or still image or audio snippet that is not yours to share.
• Any watermarked or branded videos with dominant offline or digital product placements.
• Threats
• Never threaten to harm a person, group of people, or their property.
• Intimidating people is not okay.
• Never praise terrorism, organized crime, or hate groups.
• Sharing graphic images for sadistic pleasure or to glorify violence is never allowed.
• Spam
• We strive to protect people using Vialog from technical abuse and spam. Any accounts engaging in the activities specified below may be temporarily locked or subject to permanent suspension.
• Impersonation
• Don’t pretend to be someone you’re not, including celebrities, brands, or other organizations.
• Invasions of privacy
• Do not take videos, photos or make any other type of recording or record of people without their knowledge and consent. This includes selfies that incorporate other people.
• Take extra care not to violate people’s privacy in private spaces, like someone’s home, a bathroom, dressing room, or locker room.
• No gratuitous vulgar swearing
• Nudity or sexually suggestive content involving minors (people under the age of 18)
• Never post nude or sexual content involving people under the age of 18, even yourself.
• Pornography
• Vialog prohibits accounts that distribute sexually explicit content or promote sexually explicit content found outside of Vialog.
• Sexually explicit content includes content that depicts real or implied sexual acts or nudity in a sexual context.
• Not all nudity is taboo. Breastfeeding and other images in a wholly non-sexual context are permissible.

If you violate these rules, we may remove the offending content or terminate your account.

If you see something that you think may violate our guidelines, please contact us.

Accounts under investigation may be temporarily unavailable. Vialog reserves the right to immediately terminate your account without further notice in the event that, in its judgment, you have violated any aspect of these Rules or the Terms of Service.

Please take these Rules seriously and honor them in the spirit in which they are intended. The Rules will change, evolve evolve and be updated along with the Vialog community. We will do our best to enforce them consistently and fairly, and ultimately we’ll try to do what we think is best in each situation, at our own discretion.

Users can flag a video to report it to system administrators by clicking on the flag icon on any video that they started watching by pausing it.

Contact us

Vialog welcomes comments, questions, concerns and suggestions. Please contact us at support@vialog.io and we will be happy to discuss with you.

1. Who Can Use the Services

You must be at least 13 years old to use the Service.

By using the Services, you state that:

• You can form a binding legal contract with Vialog; and
• You will comply with these Terms and all applicable national, and international laws, rules, and regulations.
• If you are using the Services on behalf of a business or some other entity, you state that you are authorized to grant all licenses set forth in these Terms and to agree to these Terms on behalf of the business or entity.

2. Rights We Grant You

Vialog grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Service’s benefits in a way that these Terms and our usage policies, such as our Community Guidelines, allow.

Vialog is automatically providing you with the latest version and features of our tool.

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.

3. Rights You Grant Us

Many of our Services let you create, upload, share, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a license to use that content for the duration of the period that it would otherwise attract protection under copyright or other intellectual property rights in law. How broad that license is depends on which Services you use and the Settings you have selected.

All Content you post, or display through the Services is public by default and will be able to be viewed by other users of Vialog and the general public via Vialog and Partner websites and other marketing communication. What you publish on the Services may be viewed all around the world instantly. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the European Union, the United States and/or other countries or territories for storage, processing and use by Vialog. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements, advertising and administrative messages. These communications are considered part of the Services and your account, which you may not be able to opt­-out from receiving.

For all Services you grant Vialog a worldwide, royalty-free, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, sell and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones.

You also grant us a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, publicly perform, and publicly display content you upload, in any form and in any and all media or distribution methods (now known or later developed). Vialog will endeavor to not use this content to libel, defame or slander. To the extent it’s necessary, you also grant Vialog and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice with the video that you appear in, create, upload or post. This means, among other things, that you will not be entitled to any compensation from Vialog or our business partners if your name, likeness, or voice is conveyed through our Services. We may share handpicked videos for marketing purposes and use it to promote the Services.

While we’re not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including if we think your content violates these Terms. You alone though remain responsible for the content you create, upload, post, or store through the Service. Vialog is not a backup service and you agree that you will not rely on the Service for the purposes of content backup or storage. Nor will you post any copyrighted material or any other audio or visual content that you do not fully own.

The Services may contain advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or any other information. The types and extent of advertising by Vialog are subject to change. In consideration for Vialog letting you access and use the Services, you agree that Vialog, its affiliates, and third-party partners may place advertising on the Services. This may appear next to or top on your video content. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

4. The Content of Others

Much of the content on our Services is produced by users, publishers, and other third parties. The content is the sole responsibility of the person or organization that submitted it. Although Vialog reserves the right to review all content that appears on the Services and remove any content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Services.

Through these Terms and our Community Guidelines, we make clear that we do not want the Services put to immoral purposes. But because we do not review all content, we cannot guarantee that content on the Services will always conform to our Terms or Guidelines. We take the need to protect the most vulnerable members of society seriously and will respond, as soon as possible, to any complaint involving minors.

5. Privacy

Your privacy matters to us. You can learn how we handle your information when you use our Services by reading our Privacy Policy. We encourage you to give the privacy policy a careful look because, by using our Services, you agree that Vialog can collect, use, and transfer your information consistent with that policy.

6. Respecting Other People’s Rights

Vialog respects the rights of others. And so should you. You therefore may not upload, post, or store content that:

• violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual-property right;
• bullies, harasses, or intimidates;
• defames; or
• spams or solicits Vialog’s’ users.

Help us foster this community. Don’t use Vialog for any illegal purpose. Please refer to the What not to share section of the Community Guidelines as set out above.

You must also respect Vialog’s rights. These Terms do not grant you any right to:

• use branding, logos, designs, videos, or any other materials used in our Services;
• copy, archive, download, upload, distribute, sell, syndicate, broadcast, perform, display, make available, or otherwise use any portion of the Services or the content on the Services except as set forth in these Terms;
• use the Services or any content on the Services for any commercial purposes without our consent.

In short: You may not use the Services or the content on the Services in ways that are not authorized by these Terms. Nor may you help or enable anyone else in doing so.

7. Respecting Copyright

Vialog Ltd, in operating Vialog will take reasonable steps to expeditiously remove from our Services any infringing material of which we become aware. And if Vialog Ltd becomes aware that one of its Vialog users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account and access to our services.

We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright please write an email to support@vialog.io

If you report a video, you must follow up with the following information to allow us to deal with your report:

• identify the copyrighted work claimed to have been infringed;
• provide the date of creation or first publication of the claimed copyrighted work. If the precise date is not known, then provide the most accurate possible date, for example, the month or year
• provide your contact information, including your telephone number, and an email address;
• provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

8. Safety

We try hard to keep our Services a safe place for all users. But we can’t guarantee it. That’s where you come in. By using the Services, you agree that:

• You will not use the Services for any purpose that is illegal or prohibited in these Terms. You will not use the service to libel, slander or defame.
• You will not use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other user’s information or content.
• You will not use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent.
• You will not use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services.
• You will not use or attempt to use another user’s account, username, or password without their permission.
• Do not share your password or let anyone publish videos or change discussions on your behalf.
• You will not solicit login credentials from another user.
• You will not post content that contains pornography, graphic violence, threats, hate speech, or incitements to violence.
• You will not upload viruses or other malicious code or otherwise compromise the security of the Services.
• You will not attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access.
• You will not probe, scan, or test the vulnerability of our Services or any system or network.
• You will not encourage or promote any activity that violates these Terms.
• Do not use Vialog while driving or engaging in any other activity during which you should not be distracted.

We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws. And never put yourself or others in harm’s way just to capture a video.

9. Your Account

You are responsible for any activity that is uploaded from any device you own or occurs in your account. So it’s important that you keep your devices and account secure. By using the Services, you agree that, in addition to exercising common sense:

• You will not create more than one account for yourself.
• You will not create another account if we have already disabled your account, unless you have our written permission to do so.
• You will not buy, sell, rent, or lease access to your account without our written permission.
• You will not log in or attempt to access the Services through unauthorized third-party applications or clients.

You are responsible for keeping your account in accordance with these Terms of Service and any updates we may issue from time to time.

If you think that someone has gained access to your account, please immediately reach out to our Support team at support@vialog.io

10. Data Charges and Mobile Phones

You are responsible for any mobile charges that you may incur for using our Services, including all data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.

Although it is Vialog’s intention for the Service to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

11. Third-Party Services

If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Vialog is not responsible or liable for those third party’s terms or actions taken under the third party’s terms.

12. Modifying the Services and Termination

We’re relentlessly improving our Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.

While we hope you remain a lifelong user of Vialog, you can terminate these Terms at any time and for any reason by deleting any of your videos or your account. If you need help with deleting your videos or account, please contact support@vialog.io

Vialog may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use the Services. For example, we may deactivate your account due to prolonged inactivity, or if your videos or profile has repeatedly been flagged.

Regardless of who terminates these Terms, both you and Vialog continue to be bound by Paragraph 3 of Section 2 (Rights We Grant You), Section 3 (Rights You Grant us), Section 6 (Respecting Other People’s Rights).

13. Indemnity

You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless Vialog, our directors, officers, employees, partners, representatives and volunteers and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including legal’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.

14. Disclaimers

We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE VIALOG ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY VIALOG CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

VIALOG TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH VIALOG WILL BE RESPONSIBLE FOR.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIALOG AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF VIALOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VIALOG’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF £10 OR THE AMOUNT YOU PAID VIALOG, IF ANY, IN THE LAST 12 MONTHS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Time Limitation on Claims: You agree that any claim you may have arising out of or related to your relationship with Vialog must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Vialog provides.

When acting as Community Managers or in any and every aspect of their contractual or other relationship with Vialog Community Managers are natural persons who may or may not hold themselves out as representing a company or institution. Once registered on the on the vialog.io, they can sign in to add new discussions, edit the details of the discussion shown and moderate and manage the submitted videos.

Each text form of the Vialog widgets (including but not limited to labels, Call-to-Actions, etc.) should be in line with our Community Guidelines.

Community Managers should carefully review each video submitted in line with Vialog terms before publishing. All published videos are the sole responsibility of the Community Managers and Vialog is not responsible or liable for any and all material in any form published on the pages of Community Managers and the wider public internet.

We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Vialog provides. This includes, but is not limited to our right to refuse service, withdraw service, and/or limit service to any person(s) posting in any manner, including re-posting the following:

• unlawful content
• hate speech
• non-consensual sexual activity
• sexual activity which includes a minor
• harassment of any individual(s) or group

For the avoidance of doubt, this includes anyone acting as a Community Manager or posting videos with the credentials of a Community Manager.

Anyone acting as a Community Manager is solely responsible for what appears on their video discussions, no matter which webpage they are embedded. Vialog will, when it considers it appropriate, contact the relevant authorities to alert them of criminal activity on a Community Manager’s video discussions. Vialog will, when requested, furnish material to law enforcement agencies when requested to do so.

Community Managers are solely responsible for activity on their video discussions including any activity that may attract criminal sanction in their country of residence anywhere in the world that their video discussions may be viewed.

We are working to develop a document explaining our definitions of the above terms and our enforcement mechanisms more fully. We will post this document when it becomes available here in this same page available on https://vialog.io/terms. In the meantime, all of the terms used shall take their ordinary meaning.

By using the Services you agree that Vialog, its parents, affiliates, related companies, officers, directors, employees, agents representatives, partners and licensors, liability is limited to the maximum extent permissible in your country of residence.

16. Arbitration, Class Waiver, and Jury Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH VIALOG, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

1. Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Vialog are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
2. Arbitration Rules. The London Court of International Arbitration (“LCIA”) governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the Chartered Institute of Arbitrators. If the CIA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The LCIA Arbitration Rules governing the arbitration are available online. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than £ 10,000 STG may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is £ 10,000 STG or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
4. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Vialog. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Vialog.
5. Waiver of Jury Trial. YOU AND VIALOG WAIVE ANY CONSTITUTIONAL AND/OR STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vialog are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Vialog over whether to vacate or enforce an arbitration award, YOU AND VIALOG WAIVE ALL RIGHTS TO A JURY OR OTHER TRIAL, and elect instead to have the dispute be resolved by a judge.
6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 17.
7. Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
8. Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
9. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Vialog can force the other to arbitrate. To opt out, you must notify Vialog in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Vialog username and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to this email address: support@vialog.io
10. Small Claims Court. Notwithstanding the foregoing, either you or Vialog may bring an individual action in small claims court in the United Kingdom.
11. Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Vialog.

17. Exclusive Venue

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Vialog agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the Courts of England and Wales. You and Vialog consent to the personal jurisdiction of both courts.

18. Choice of Law

Except to the extent they are preempted by the laws of England and Wales, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.

19. Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

20. Additional Terms for Specific Services

Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services.

For example, video files are not part of your subscription. There is an additional charge for obtaining a copy of the video files to use outside the Vialog environment. For more information and custom pricing of the video downloads, please contact support@vialog.io.

When reusing and repurposing Vialog videos the Community Manager must make sure that Vialog Terms of Service applies. If anyone other than the Community Manager deals with Vialog videos (third party sharing or handling video files) does this, it is the Community Manager's liability to make sure that they are operating within Vialog’s Terms of Service and according to any instructions they may receive from Vialog.

21. Final Terms

1. These Terms make up the entire agreement between you and Vialog, and supersede any prior agreements.
2. These Terms do not create or confer any third-party beneficiary rights.
3. If we do not enforce a provision in these Terms, it will not be considered a waiver.
4. We reserve all rights not expressly granted to you.
5. You may not transfer any of your rights or obligations under these Terms without our consent.
6. These Terms were written in English and to the extent the translated version of these Terms conflict with the English version, the English version will take precedence.

Privacy

As stated above, our Services are primarily designed to help you share information, in the form you choose, with the world. Most of the information you provide us through the Services is information you are asking us to make public. What you publish on the Services may be viewed all around the world instantly.

Your Privacy Matters. Vialog is constantly evolving and adding new features. On Vialog, you share your content publicly which will be prioritised to the people who follow you or the discussion thread you got involved in.

When you use these services, and any others we roll out, you will inevitably share some information with us. We understand that can affect your privacy. So we want to be clear about the information we collect, how we will use it, with whom we will share it with, and the choices we give you to control, access, and update your information.

By using our Service you understand and agree that we are providing a platform for you to post content, including videos and other materials (“User Content”), to the Service and to share User Content publicly. This means that other Users may search for, see, use, or share any of your User Content that you make publicly available through the Service, consistent with the terms and conditions of this Privacy Policy and our Terms of Use.

Information We Collect

There are three basic ways we collect information:

1. Information you choose to give us.
2. Information we get when you use our services.
3. Information we get from third parties.

Information You Choose to Give Us

• When you interact with our services, we collect the information that you choose to share with us. When you add a new video to our Services, you must comply by the Terms and Conditions of the services. Respect other people’s rights and time.
• Of course, you’ll also provide us whatever information you send through the services, such as User Content (videos, etc.) you post to the Service. The same common sense that applies to the Internet at large applies to Vialog as well: Don’t share content that you wouldn’t want someone to save or share.

Metadata

• Metadata is usually technical data that is associated with User Content. For example, Metadata can describe how, when and by whom a piece of User Content was collected and how that content is formatted. Users can add or may have Metadata added to their User Content including thread name, geotag, video transcript or other data. This makes your User Content more searchable by others and more interactive.
• If you remove information that you posted to the Service, copies may remain viewable in cached and archived pages of the Service, or if other users or third parties using Vialog have copied or saved that information.
• It probably goes without saying, but we’ll say it anyway: When you contact Vialog Support or communicate with us in any other way, we’ll collect whatever information you volunteer.

Information We Get When You Use Our Services

• When you use our services, we collect information about which of those services you’ve used and how you’ve used them. We might know, for instance, that you watched a particular video, browsed a thread, and saw or interacted with a specific ad for a certain period of time. Here’s a fuller explanation of the types of information we collect when you use our services.

Usage Information. We collect information about your activity through our services. For example, we may collect information about:

• How you interact with the services, such as which thread you browse
• How you communicate with other users of Vialog, such as their names, the time and date of your interactions, watch time and the duration of your engagement.

Camera and Microphone.

• Our services require us to collect video and audio from your device. We’ll access your camera and microphone only after you give us your consent.

Audio Transcripts.

• We may process videos that you upload to our services to generate audio transcripts for your videos. This enables subtitle services and easier discovery of your videos you choose to share with us.

Location Information.

• When you use our services we may collect information about your location. With your consent, we may also collect information about your precise location using methods that include GPS, wireless networks, cell towers, Wi-Fi access points, and other sensors, such as gyroscopes, accelerometers, and compasses. Once you enable Location Services, Vialog may display you with curated location-specific content. Location Services are used each time you open the app or share a video content.

Information Collected by Cookies and Other Technologies.

• Like most online services and mobile applications, we may use cookies and other technologies, such as web beacons, web storage, and unique advertising identifiers, to collect information about your activity, browser, and device. We may also use these technologies to collect information when you interact with services we offer through one of our partners, such as commerce features. Most web browsers are set to accept cookies by default. If you prefer, you can usually remove or reject browser cookies through the settings on your browser or device. Keep in mind, though, that removing or rejecting cookies could affect the availability and functionality of our services.

Log Information.

• We also collect log information when you use our website. That information includes, among other things: details about how you’ve used our services, device information, such as your web browser type and language, access times, pages viewed, IP address, identifiers associated with cookies or other technologies that may uniquely identify your device or browser, pages you visited before or after navigating to our website.

Information We Collect from Third Parties

• We may collect information that other users provide about you when they use our services. We may also obtain information from other companies that are owned or operated by us, or any other third-party sources, and combine that with the information we collect through our services. All these processes are in compliance with GDPR rules .

Responding to legal requests and preventing harm

• We may access, preserve and share your information in response to a legal request (such as a search warrant, court order or subpoena) if we have a good faith belief that the law requires us to do so. This may include responding to legal requests from jurisdictions outside of the United Kingdom where we have a good faith belief that the response is required by law in that jurisdiction, affects users in that jurisdiction, and is consistent with internationally recognized standards. We may also access, preserve and share information when we have a good faith belief it is necessary to: detect, prevent and address fraud and other illegal activity; to protect ourselves, you and others, including as part of investigations; and to prevent death or imminent bodily harm. Information we receive about you may be accessed, processed and retained for an extended period of time when it is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of our terms or policies, or otherwise to prevent harm.

How We Use Information

• What do we do with the information we collect? The short answer is: Provide you with an amazing set of products and services that we relentlessly improve. But we do a lot more as well, such as:
• develop, operate, improve, iterate, deliver, maintain, and protect our products and services
• monitor and analyze trends and usage
• personalize the services by, among other things, customizing the content we show you, including ads
• enhance the safety and security of our products and services
• verify your identity and prevent fraud or other unauthorized or illegal activity
• use information we’ve collected from cookies and other technology to enhance the services and your experience with them
• enforce our Terms of Service and other usage policies
• We may also store some information locally on your device. For example, we may store information as local cache so that you can view content faster.
• You can email us at support@vialog.io to have any of your videos sent to you. You also have the right and ability to delete any or all your data and videos.

Our Data Principals

Data sets are videos, video metadata and user information.

• Data collection takes place only for specified, explicit and legitimate purposes. Vialog will ensure that potential video creators and viewers (“Data Subjects”) have fully understood the content of the informed consent and do not feel pressured or coerced into giving consent.
• Data Storage. Video creators and viewers have the right to withdraw participation, samples or data at any time. Vialog will store datasets in-line with national and international standards and following the European Union General Data Protection Regulations (GDPR).
• Data Processing must be authorised and executed fairly and lawfully. Vialog will follow a data minimisation principle, by only processing datasets adequately, with relevance and limited to what is necessary.
• Data Retention. Vialog will allow the data subject to access, rectify their data, and practice his/her “Right to be Forgotten” [GDPR, Article 17].
• Data Destruction. Vialog will evaluate the risks of accidental or unlawful data destruction and inform the data subject in case of any detected destruction.

How We Share Information

• We may share information about you in the following ways:
• With other Vialog users. We may share the following information with other Vialog users:
• content you post will be shared with any other Vialog users;
• With all Vialog users and the general public. We may share the following information with all Vialog users as well as the general public:
• any video that you submit to post
• We may use a part(s) or the entirety of your video to promote Vialog. This includes Vialog’s social media channels as well as any paid ad campaigns on other social media platforms.
• With our affiliates. We may share information with entities within the Vialog family of companies.
• With third parties. We may share your information with the following third parties:
• With service providers, sellers, and partners. We may share information about you with service providers who perform services on our behalf, sellers that provide goods through our services, and business partners that provide services and functionality.
• With third parties for legal reasons. We may share information about you if we reasonably believe that disclosing the information is needed to:
• comply with any valid legal process, governmental request, or applicable law, rule, or regulation;
• investigate, remedy, or enforce potential Terms of Service violations;
• protect the rights, property, and safety of us, our users, or others; or
• detect and resolve any fraud or security concerns.
• With third parties as part of a merger or acquisition. If Vialog gets involved in a merger, asset sale, financing, liquidation or bankruptcy, or acquisition of all or some portion of our business to another company, we may share your information with that company before and after the transaction closes.
• In the aggregate or after de-identification. We may also share with third parties, such as advertisers, aggregated or de-identified information that cannot reasonably be used to identify you.

Information You Choose to Share with Third Parties

The Services may also contain third-party links and search results, include third-party integrations, or be a co-branded or third-party-branded service that’s being provided jointly with or by another company. By going to those links, using the third-party integration, or using a co-branded or third-party-branded service, you may be providing information (including personal information) directly to the third party, us, or both. You acknowledge and agree that we are not responsible for how those third parties collect or use your information. As always, we encourage you to review the privacy policies of every third-party website or service that you visit or use, including those third parties you interact with through our services. You can find the Subprocessors list on this page.

How Long We Keep Your Content

Vialog lets you capture videos that become part of a global, thread-driven discussion. On our end, that means that we transcode, store and stream your videos on our servers. If you submit content to one of our inherently public services, we may retain the content indefinitely or until you revoke your permission from us.

Vialog is not responsible for retaining the content of customers who have failed to pay their subscription. We reserve the right to delete your content 4 months after your last payment.

Control over Your Information

We want you to be in control of your information, so we provide you with the following tools.

• Access and Updates. We strive to let you access and update most of the personal information that we have about you. There are limits though to the requests we’ll accommodate. We may reject a request for a number of reasons, including, for example, that the request risks the privacy of other users, requires technical efforts that are disproportionate to the request, is repetitive, or is unlawful. If you need to access, update, or delete any other personal information that we may have, you can send us a request at support@vialog.io. Because your privacy is important to us, we may ask you to verify your identity or provide additional information before we let you access, update or delete your personal information. We will try to update and access your information for free, but if it would require a disproportionate effort on our part, we may charge a fee. We will of course disclose the fee before we comply with your request.
• Revoking Permissions. If you change your mind about our ongoing ability to collect information from certain sources that you have already consented to, such as your, camera, microphone, or location services, you can simply revoke your consent by changing the settings on your device if your device offers those options. Of course, if you do that, certain services may lose full functionality.
• Account Deletion. Following termination or deactivation of your account, Vialog, its Affiliates, or its Service Providers may retain information (including your profile information) and User Content for a commercially reasonable time for backup, archival, and/or audit purposes. During this period of time, your account will not be visible to other Vialog users.

Security Provisions

Regarding security provisions, our tool technically is within a closed environment (iframe) when it is embedded on your website. We do not access other elements on your website and rest assured, we do not create any security risks for you as our client. With your account as a Community Manager, on the my.vialog.io Dashboard you can access 1) the submitted videos for publishing on the Video Management page and 2) all other customisable elements of our tool on the Discussion Settings.

Analytics and Advertising Services Provided by Others

We may let other companies use cookies, web beacons, and similar tracking technologies on the services. These companies may collect information about how you use the services and other websites and online services over time and across different services. This information may be used to, among other things, analyze and track data, determine the popularity of certain content, and better understand your online activity.

Additionally, some companies may use the information they collect on our services to deliver targeted advertisements on behalf of us or other companies, including on third-party websites and apps.

Users Outside the United Kingdom

Although we welcome Vialog users from all over the world, keep in mind that no matter where you live or where you happen to use our services, we operate our services from the United Kingdom. This means that we may collect your personal information from, transfer it to, and store and process it in the United Kingdom, Ireland, Hungary, and other countries whose local data-protection and privacy laws may offer fewer protections than those in your country of residence or from any country where you use or access the services.

Children

Our services are not intended for, and we do not direct them to, anyone under 13. And that’s why we do not knowingly collect personal information from anyone under 13.

Revisions to the Privacy Policy

We may change this privacy policy from time to time. But when we do, we’ll let you know. Sometimes, we’ll let you know by revising the date at the top of the privacy policy that’s available on our website and mobile application. Other times, we may provide you with additional notice, such as adding a statement to our websites’ homepages or providing you with an in-app notification.

Additional Information or Assistance

Thoughts or questions about this Privacy Policy? Please let us know by contacting us here or writing to us at the appropriate address below.The data controller is Vialog Ltd., with an address of: Vialog Ltd, Attn: Data Protection Officer, Level 33, 25 Canada Square, London, E14 5LB, United Kingdom.

If you are located in the European Union or EFTA States, you can confidently contact Vialog’s Data Protection Officer at dpo@vialog.io email. If you wish to raise a concern about our use of your information (and without prejudice to any other rights you may have), you have the right to do so with your local supervisory authority or Vialog Ltd’s lead supervisory authority, the UK’s Information Commissioner’s Office (ICO). You can contact them via this link.

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Customer Terms

Last updated: 7 May, 2023

1. Definitions and interpretation

1.1 - In this Agreement, unless the context otherwise requires, the following words have the meanings set forth below:

“Commencement Date” means the date of last signature (or digital equivalent) of this Agreement.

"Customer Data" means all data that is supplied by Customer to Vialog, and/or that is processed or used by Vialog on behalf of Customer.

“Data Protection Legislation” means any applicable statute, rule, regulation, order, directive, law, trade agreement, administrative or regulatory guidance, constitution, treaty, or other requirement of or by any legislative, administrative, judicial, or other government authority governing the protection and/or processing of personal data and on the free movement of such data, which applies to either party’s processing activities under this Agreement.

“Data Protection Legislation” may include EU General Data Protection Regulation 2016/679 (“EU GDPR”); United Kingdom General Data Protection Regulation (“UK GDPR”); Privacy and Electronic Communications Directive 2002/58/EC (”ePrivacy Directive”); the Data Protection Act 2018; the Privacy Act 1988 (Cth); as well as any applicable laws or regulations amending or implementing any of the foregoing.

“Extended Term” means the period following the end of the Initial Term.

“Fees” means the charges for the Services calculated in accordance with the Subscription Form. For the avoidance of doubt, “Fees” do not include Commissions. Fees shall be paid in the currency indicated in the Subscription Form.

“Force Majeure Event” means any event beyond the reasonable control of a party including, without limitation, acts of God, war (whether or not declared), riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm.

“Implementation Services” means the services provided by Vialog to Customer to implement the System, as set out in the Subscription Form.

“Initial Term” means the period starting from the Last Payment Date (as defined in the Subscription Form) and continuing for the period set out in the Subscription Form.

“Intellectual Property Rights” means and includes: (a) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright, moral rights, databases, domain names, and including the benefit of all registrations of, applications to register each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; (b) trade secrets, confidentiality and other proprietary rights including rights to know how; and (c) all other intellectual property rights and forms of protection of a similar nature or having equivalent or similar effect and protection and which may subsist anywhere in the world.

“Last Payment Date” means the first day of the period for which the Customer is paying for the Services, as identified in the Subscription Form.

“Personal Data” means information within the meaning of ‘personal data’, ‘personal information’, or ‘personally identifiable information’, as such terms (or any similar term) are defined under applicable Data Protection Legislation.

"Subscription Form" means the document detailing the key commercial terms of the agreement between Vialog and Customer which shall include these Customer Terms. The direct link to the Subscription Form is this: https://my.vialog.io/settings/subscription;

“Vialog Data” means all data, other than Customer Data, processed by Vialog under or pursuant to this Agreement, including, for the avoidance of doubt, any contact details of Partners submitted through the System.

“Related Company” means any subsidiary, affiliate, or other entity that controls, is controlled by, or is under the common control of, either party.

"Service" means the operation, management, and provisioning of the System, as well as the associated services, including Support, provided by Vialog to Customer in accordance with the terms of this Agreement (as may be varied from time to time in accordance with this Agreement).

"Service Levels" means the standards to which Vialog shall provide the Services as set out here: https://vialog.io/pricing

“Support” means the support services provided by Vialog to Customer in accordance with the Service Levels.

"System" means the Product specified in the Subscription Form, and all other assets and/or know how owned and/or developed by Vialog and provided for use in "engageTech" services that are not exclusively provided for Customer but also used to provide services to unrelated third-party companies on a shared platform.

“Term” means the period commencing on the Commencement Date and continuing for the Initial Term and any Extended Terms.

“User” means any employee contractor, or representative of Customer who is authorized by Customer to access and use the System as provided herein.

1.2 - In the event of any conflict between these Customer Terms, and the Subscription Form, the following order of precedence shall apply: the Subscription Form, then the Customer Terms.

2. Commencement and Term

This Agreement shall be effective as of the Commencement Date and continue for the Term, unless earlier terminated in accordance with the terms herein. At the end of the Initial Term, this Agreement will automatically renew for one or more Extended Terms, unless either party provides written notice to the other party, at least 90 days before the end of the Initial Term or any Extended Term (as applicable), that it declines to renew the Agreement.

3. Scope and Services

3. 1 - In accordance with the terms and conditions set out in this Agreement, Vialog will make the Service available to Customer during the Term, in accordance with the usage limitations set forth herein and solely for Customer’s internal business purposes. The Services shall be provided in accordance with the Service Levels.

3.2 - As part of Vialog’s product development cycle Vialog may, from time-to-time, and at its sole discretion, make new functionality available to Customer.

3.3 - As part of Vialog’s product development cycle Vialog may, from time-to-time, at its sole, but reasonable, discretion and on no less than thirty (30) days’ notice in writing, modify or withdraw existing functionality provided that any such modification or withdrawal will not adversely affect either party’s ability to perform its obligations under the Agreement.

3.4 - Each party shall promptly supply the other party with all information and assistance it may reasonably require for the proper performance of its obligations under this Agreement. If either party fails to do so, the other party will not be liable for any breach of this Agreement by it, if such breach was caused in part or in whole by such failure.

3.5 - This Agreement is not exclusive with respect to Vialog’s ability to provide the Services to other customers, including parties that may compete with Customer in the marketplace.

3.6 - Customer is solely responsible for determining whether the features and functionality of the System meet Customer’s technical, business, or regulatory requirements. Customer understands and acknowledges that it remains solely responsible for its regulatory compliance in connection with its use of the System.

4. Implementation Services

Vialog and Customer shall use commercially reasonable efforts to fulfil their respective obligations as set out in the Subscription Form so as to complete the Implementation Services in a timely manner.

5. Fees; Invoicing and Payment

5.1 - In accordance with the provisions of the Subscription Form and in consideration for the provisioning of the Services, Customer shall pay the Fees to Vialog.

5.2 - Customer shall pay all invoices within thirty (30) days of the invoice date, in the currency and to the bank account stated on the invoice, and shall submit corresponding remittance information to Vialog. If Customer fails to provide remittance information, payments may be applied against the oldest outstanding invoice(s); such allocations will not be reversible, once made. All Fees and any other sums payable under this Agreement shall be paid in cleared funds to such bank account as Vialog may specify from time to time, without any set-off, deduction, or withholding, except any tax which Customer is required by law to deduct or withhold.

5.3 - If Customer fails to pay in full any of the Fees or any other sum payable under this Agreement on the date or within the period specified for payment:

• (a) the outstanding amount shall bear interest, both before and after any judgment, at the rate of 4% per annum above the base rate of HSBC Plc from time to time from that date or the last day of that period until that amount is paid in full or the date of judgement as the case may be. Such interest shall accrue on a daily basis; and
• (b) Vialog reserves the right to suspend access to the System until payment in full has been made.

5.4 - Vialog reserves the right to increase the Fees.

6. Use of System

Customer will use the System solely in accordance with the product description (as may be updated from time to time) at https://vialog.io/pricing . Customer will not (and will not authorise, permit, or encourage any User or any third party to):

• (a) allow anyone other than Users to access and use the System;
• (b) allow a Customer to share his or her login credentials to the System with any third party;
• (c) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the System;
• (d) use the System for any purpose not specifically permitted in this Agreement;
• (e) sell, resell, license, sublicense, distribute, rent, or lease the System, or include the System or any part thereof in a service bureau or outsourcing offering; or
• (f) introduce, post, or upload to the System any harmful, malicious, or hidden code, programs, procedures, or routines that would damage, corrupt, or otherwise interfere with the operation of the System.

7. Warranties

7.1 - Each party represents and warrants that, as of the Commencement Date and throughout the Term:

• (a) it has full right, capacity, power, and authority to enter into and to perform all of its obligations under this Agreement;
• (b) it shall perform its obligations under this Agreement in compliance with all applicable laws and binding regulations, and in accordance with the terms hereof;
• (c) it shall cooperate in good faith with the other party in performing its obligations under this Agreement;
• (d) this Agreement is executed by a duly authorised representative of that party;
• (e) once duly executed this Agreement will constitute its legal, valid and binding obligations; and
• (f) the execution, delivery and performance of this Agreement shall not violate the rights of any third party and shall not constitute a breach or default under any contract or agreement to which it is a party or by which it is bound.

7.2 - Vialog represents and warrants to Customer that, as of the Commencement Date and throughout the Term:

• (a) the Services and Vialog's other obligations set out in this Agreement shall be provided in a professional manner by appropriately experienced and qualified personnel consistent with good industry practice; and
• (b) it is licensed, entitled, and otherwise duly authorised to host and make the Services available to Customer and has otherwise obtained all third-party licences, permissions, or consents as are necessary to provide the Services.

7.3 - Each party hereby warrants to the other that, save to the extent that any infringement of Intellectual Property Rights arises from or in connection with a breach by the other party, or any of the other party’s subcontractors, of its obligations under this Agreement, the performance of its obligations or duties or exercise of any rights under this Agreement will not infringe, violate, or misappropriate the Intellectual Property Rights of any third party, either in whole or in part.

7.4 - The warranties in this Section 7 are in lieu of all other warranties, express, implied, or statutory, and all other warranties are expressly disclaimed to the maximum extent permitted by law. Customer acknowledges that it has not relied on any representations made prior to the effective date of this Agreement other than as expressed herein. Vialog disclaims all warranties of any kind that the System will be uninterrupted or error-free.

8. Intellectual Property Rights

8.1 - All Intellectual Property Rights in and to any of the System remain with Vialog and/or its licensors, and Customer acknowledges that any modification or enhancement relating to the above vests in and shall remain with Vialog and/or its licensors.

8.2- All Intellectual Property Rights in and to Customer’s Intellectual Property, remain with Customer and/or its licensors. Vialog acknowledges that any modification or enhancement relating to the above vests in and shall remain with Customer and/or its licensors.

8.3 - Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Agreement.

8.4 - The Terms of Service to which the parties are subject establish the responsibility for, ownership of and use of the video content generated by end-users and licensed to Customer to use on Vialog's System. For the avoidance of doubt it is the sole and absolute responsibility of the Customer to make sure that all videos it publishes from such end-users are in line with the Terms of Service.

9. Information Security

Each party shall implement appropriate technical and organizational measures to protect Customer Data against (i) accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing; and (ii) the risks presented by the processing of Customer Data in connection with the Service.

10. Data Management and Use

10.1 - Vialog may use Customer Data in an aggregated, statistical form for any commercially reasonable purpose, and all Intellectual Property Rights in any modification or enhancement to the System resulting from such use shall be owned by Vialog.

10.2 - Subject to Section 10.1 above, Vialog acknowledges that Customer reserves all Intellectual Property Rights that may subsist in Customer Data.

10.3 - Customer acknowledges that Vialog reserves all Intellectual Property Rights that may subsist in Vialog Data.

10.4 - Customer shall not include, and to the extent permitted by applicable Data Protection Legislation, Vialog assumes no responsibility or liability for, any Personal Data of its end customers/users within the data that Customer sends to Vialog.

10.5 - Each party shall comply with all Data Protection Legislation applicable to its own processing activities under or pursuant to this Agreement. Without limiting the foregoing, Vialog will not sell any Personal Data (within the meaning of the CCPA) or retain, use, or disclose Customer Personal Data outside of the direct business relationship between Vialog and Customer. Vialog shall use Personal Data solely for the purposes of providing the Services to Customer as set forth in this Agreement.

11. Video License Agreement

11.1 - By downloading any video from the Vialog Dashboard, you accept our License Agreement.

11.2 - Vialog grants a worldwide, royalty-free, non-sublicensable, non-transferable licence to the Customer to use the Vialog video.

• The Customer may show, display or otherwise broadcast the videos provided by Vialog for free, if the Service Level allows it.
• The Customer can edit, remix or otherwise use some or all of the original user-generated videos downloaded in their digital marketing and communication, including social channels and website, or any other digital channel or physical form.
• The Customer may not sell, licence or in any way grant permission to a third party to use these videos.

12. Confidentiality

12.1 - A party shall not use or disclose any business, employee or customer information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of or pursuant to entering into this Agreement ("Confidential Information") except as strictly necessary to perform its obligations or exercise its rights hereunder provided that this obligation shall not apply to Confidential Information which:

• (a) the receiving party can prove was known to the public at the date it was received or obtained; or
• (b) the receiving party lawfully or properly obtained without obligation of confidentiality; or
• (c) becomes known to the public other than through the default or negligence of the receiving party;
• (d) was information received from a third party, where such third party is not prohibited from disclosing such information to the receiving party by a contractual or fiduciary obligation; or
• (d) was independently developed by the receiving party without reference to the Confidential Information of the other party.

12.2 - To the extent Confidential Information of the other party is required to be disclosed to a court or a body having similar authority, the required party may disclose only such portions of the Confidential Information that it is advised by counsel is required, provided that the disclosing party is given prompt notice and, is afforded a reasonable opportunity to seek a protective order or other protective relief.

12.3 - To the extent Confidential Information of the other party is required to be disclosed:

• in order to obtain or maintain any listing on any recognised stock exchange; or
• by either party or on its behalf to its auditors;

the required party may, with the consent of the other party (such consent not to be unreasonably withheld or delayed), disclose only such Confidential Information as is necessary for the intended purpose provided that the receiving party uses reasonable endeavours to protect the Confidential Information.

13. Termination

13.1 - Either party can terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 14 days of receiving written notice of the breach.  Customer's failure to pay Vialog any Fees or other amounts due hereunder in a timely manner shall be deemed a material breach.

13.2 - Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
• (b) the other party takes any step or action in bankruptcy, or any other proceeding for or in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent amalgamation or restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent amalgamation or restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

13.3 - On termination or expiration of this Agreement, for whatever cause:

• (a) All access rights to the System granted to Customer under the Agreement shall automatically terminate; and
• (b) Neither party’s rights against the other in respect of any breach of this Agreement shall be prejudiced or affected.

13.4 - Provisions of this Agreement that by their nature continue beyond the expiration or termination of this Agreement, and those provisions that are expressly stated to survive termination, shall survive the termination or expiration of this Agreement, including, but not limited to, Section 8 (Intellectual Property Rights), Section 10 (Data Management and Use), and Section 11 (Confidentiality).

14. Force Majeure

14.1 - A party shall not be in default of this Agreement on account of, nor shall it be liable to the other party for, any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to a Force Majeure Event, provided that the party relying on this Section 14:

• (a) gives prompt written notice thereof; and
• (b) takes all reasonable steps necessary to mitigate the effects of the Force Majeure Event; and
• (c) as soon as reasonably possible after the cessation of the Force Majeure Event that party shall notify the other party in writing of such cessation and shall resume performance of its obligations under this Agreement.

14.2 - If the Force Majeure Event continues for more than forty-five (45) days after the commencement of the Force Majeure Event then either party may terminate this Agreement by giving not less than 30 (thirty) days’ notice in writing to the other party.

15. Limitation of Liability

15.1 - Neither party will be liable to the other for any special, incidental, indirect, punitive, or consequential damages (including lost profits or lost business), without regard to the theory or cause of action on which a claim is based and without regard to whether or not the party has been apprised of the possibility of such damages. This provision shall not limit Customer’s obligations to pay any fees owed under this Agreement.

15.2 - The aggregate liability of Vialog arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be no greater than the Fees paid or payable to Vialog in the 12 months preceding the date of the event on which the claim is based (such amount to be prorated in the event the Agreement has been in effect for less than 12 months from such date). The foregoing limit shall not apply to: (a) any claim based on death or personal injury caused by Vialog gross negligence or that of its employees, agents, or subcontractors; or (b) any claim that cannot be excluded by operation of law in the jurisdiction in which Customer is located.

16. Indemnification

16.1 - Customer shall defend, indemnify, and hold harmless Vialog against all claims, liabilities, suits, losses, damages, expenses, and other liabilities (including without limitation costs and reasonable legal fees) suffered or incurred as a result of any claims from any third parties (“Customer Claims”) relating to or arising from: (a) any breach by Customer of its warranties under Section 7 of this Agreement, or (b) claims against Vialog as a result of following Customer instructions regarding Personal Data. Customer’s indemnification obligations hereunder shall not apply to any Customer Claim that arises due to any breach by Vialog of this Agreement.

16.2 - Vialog shall defend, indemnify, and hold harmless Customer against all claims, liabilities, suits, losses, damages, expenses, and other liabilities (including without limitation costs and reasonable legal fees) suffered or incurred as a result of any claims from any third parties relating to or arising from: (a) any breach by Vialog of its warranties under Section 7 of this Agreement; (b) any breach by Vialog of Section 10 (Data Management and Use) or Section 11 (Confidentiality) of this Agreement; or (c) infringement of a third-party’s Intellectual Property Rights.

17. Notices

Any notice to a party under this Agreement shall be in writing, signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be e-mailed, left at, or sent by prepaid first class airmail post or prepaid airmail recorded delivery to the address of the party as set out in the Subscription Form or as otherwise notified in writing from time to time. In the case of notices sent via e-mail these shall be followed by a hard copy posted to the head office of the receiving party. All notices hereunder e-mailed to Vialog shall be sent to: support@vialog.io.

18. Publicity

18.1 - Each party shall have the right to publicise the existence of this Agreement and the commercial relationship between the parties (which, for the avoidance of doubt, may involve the issue of press releases) but shall not disclose the commercial terms of this Agreement (including the Subscription Form). Vialog may use Customer’s name and logo in any publicity under the terms of this Section 17.

18.2 - Customer shall make commercially reasonable efforts to support Vialog marketing activities, including but not limited to video testimonials provided by senior representatives of both parties.

19. Entire Agreement and Conflicts

This Agreement sets out the entire agreement and understanding between the parties, and supersedes all prior written or oral agreements made by or on behalf of Customer and Vialog in relation to the subject matter hereof. Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties, and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

20. Assignment

This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties but, shall not be assignable by either party without the prior written consent of the other party; provided, however, that either party may assign any or all of its rights and obligations hereunder to any Related Company, or in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), upon prior written notice without the consent of the other party.

21. General Provisions

21.1 - To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

21.2 - Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

21.3 - No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.

21.4 - Nothing in this Agreement shall be construed as creating a partnership between the parties or as constituting any party as the agent of any other party for any purpose whatsoever and no party shall have the authority or power to bind the other party or to contract in the name of or create a liability against any other party in any way or for any purpose.

21.5 - This Agreement may be executed by electronic signature, or in such other manner as agreed by the parties and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.6 - Save as expressly permitted in this Agreement a person who is not a party to this Agreement has no right to enforce any term of this Agreement.

21.7 - This Agreement may not be amended unless agreed in writing and signed by both parties.

22. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of London, England in any dispute arising out of or relating to this Agreement.

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Data Processing Agreement

Last updated: 19 May 2021

BETWEEN:

1. Vialog Ltd, a company incorporated in England with Registered Number 08306815 and whose registered office is at Level 33, 25 Canada Square, London, England, E14 5LB (the "Supplier"); and
2. [Name] of [Address] (the “Customer”).

IT IS AGREED AS FOLLOWS:

1. Background

1. This DPA forms part of the Agreement set out between Customer and Supplier (the “Agreement”).
2. Pursuant to the Agreement, Supplier agrees to provide Services for Customer.
3. Customer is the Controller and Supplier is the Processor of the Customer Personal Data.
4. The parties now agree to the DPA, including:

1. Appendix 1 – Details of Processing; and
2. Appendix 2 – Security Measures in order to ensure ongoing compliance with Data Protection Laws.

2. Definitions

1. Capitalized terms not otherwise defined herein have the meanings given to them in the Agreement. In addition, the following terms have the meanings set out below:

1. "Applicable Laws" means any Data Protection Laws and other applicable laws to which Supplier and any Customer Personal Data are subject;
2. "Authorised Person" means Customer's contact with Supplier or any person with apparent authority to act on behalf of Customer;
3. "Customer Personal Data" means any Personal Data Processed by Supplier on behalf of the Customer pursuant to or in connection with the Agreement as set out in Appendix 1;
4. "Data Protection Laws" means UK data protection laws including the UK Data Protection Act 2018, the UK GDPR and, to the extent applicable, the data protection or privacy laws of any other country;
5. "Delete" means, to change Customer Personal Data to a form which no longer permits identification of Data Subjects, including by deletion or by hashing (anonymising) identifiers such as IP addresses;
6. "Services" means the performance marketing technology and payment services and other activities to be supplied to or carried out by or on behalf of Supplier for the Customer pursuant to the Agreement;
7. "Subprocessor" means any person (including any third party, but excluding an employee of Supplier or any of its sub-contractors) appointed by or on behalf of Supplier to Process Customer Personal Data on behalf of the Customer in connection with the Agreement;
8. "UK GDPR" means the United Kingdom General Data Protection Regulation;
9. "User" means a person or system submitting valid login or API credentials to Supplier's system.

1. The terms, "Commissioner", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing", “Processor” and "Pseudonymisation" have the meanings given to them in the UK GDPR https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/.

3. Processing of Customer Personal Data

1. Supplier will comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and not Process Customer Personal Data other than on the Customer’s documented instructions unless Processing is required by Applicable Laws to which Supplier is subject, in which case Supplier will, to the extent permitted by Applicable Laws, inform the Customer of that legal requirement before Processing.
2. The Customer instructs Supplier (and authorises Supplier to instruct each Subprocessor) to Process Customer Personal Data and transfer Customer Personal Data to any country or territory as reasonably necessary for the provision of the Services.
3. Supplier will not act on any specific instructions given by Customer from time to time unless they are documented and given by a Customer User or Authorised Person.
4. Supplier will Process the Customer Personal Data in accordance with the Agreement and disclose Customer Personal Data to:

1. Customer's Users;
2. Customer's Authorised Persons; and
3. the Users of Customer's partners, in respect of transactions which they facilitated.

1. Appendix 1 to this DPA sets out certain information as required by article 28(3) of the UK GDPR. The parties may make reasonable amendments to Appendix 1 by written agreement between them from time to time as necessary to meet those requirements.

4. Customer Obligations

1. Customer warrants that:

1. the Processing of Customer Personal Data has been carried out and will at all times be carried out by the Customer in compliance with Data Protection Laws;
2. Customer has made all necessary disclosures and obtained all necessary consents from Data Subjects to fulfil all of its obligations under the Agreement, including the ability to disclose Customer Personal Data to Supplier;
3. it is and will remain duly and effectively authorised to give instructions to Supplier under this DPA;
4. all Customer Personal Data is necessary in relation to the purposes for which it is Processed, accurate and where necessary up-to-date; and
5. any notification that it is required to make to the Commissioner or other supervisory authority has been made, and is complete and correct.

1. Where Customer requests that Supplier accept data parameters that Supplier considers may result in the attribution of Customer Personal Data to a Data Subject, Supplier may, at its own discretion:

1. request formal confirmation of such instructions from an Authorised Person; or
2. refuse such request pending amendment of this DPA.

5. Confidentiality

Supplier will ensure that persons authorised to Process the Customer Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality.

6. Security

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Supplier has implemented and will continue to implement in relation to the Customer Personal Data appropriate technical and organizational measures (as set out in Appendix 2) to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32 of the UK GDPR. In assessing the appropriate level of security, Supplier has taken and will continue to take account of the risks that are presented by Processing, in particular from a Personal Data Breach.

7. Subprocessing

1. The Customer authorises Supplier to appoint Subprocessors in accordance with this Clause7. Supplier may continue to use those Subprocessors identified in Annex 1 as at the date of this DPA. Supplier will inform Customer of any intended changes concerning the addition or replacement of Subprocessors, including full details of the Processing to be undertaken by the new Subprocessor, thereby giving Customer the opportunity to object to such changes as set out in Appendix 1.
2. With respect to each Subprocessor, Supplier shall ensure that the arrangement between Supplier, and the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Customer Personal Data as those set out in this DPA and meet the requirements of Article 28(3) of the UK GDPR.

8. Assistance

1. Supplier shall assist the Customer in ensuring compliance with the Customer's obligations pursuant to Articles 32 to 36 taking into account the nature of processing and the information available to Supplier, including as set out in section 8.3.
2. Supplier will promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data and will, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests.
3. Supplier shall promptly notify the Customer if it becomes aware of a Personal Data Breach affecting Customer Personal Data and will co-operate with the Customer and take such commercially reasonable steps as the Customer requests to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Deletion of Customer Personal Data

1. The Customer chooses and Supplier agrees that on the termination of the provision of data processing services, Supplier will Delete Customer Personal Data from Supplier's systems as soon as reasonably practicable, except to the extent that Applicable Laws require it to retain copies of such data.
2. Customer acknowledges that it bears the sole responsibility for exporting any Customer Personal Data it wishes to retain prior to such Deletion.

10. Information & Audit Rights

1. Supplier will make available such information as is reasonably requested by the Customer to demonstrate compliance with the obligations laid down in Article 28 UK GDPR. The Customer will be entitled to conduct an audit for that same purpose, provided (a) the Customer gives Supplier no less than fourteen (14) days’ prior written notice, (b) the audit is conducted remotely, and (c) such audits are conducted no more than once per calendar year, excluding any audit required by the Commissioner.
2. Supplier shall immediately inform the Customer if, in its opinion, the Customer's instruction to Supplier infringes Data Protection Laws or other Applicable Laws relating to data protection.
3. No audit under section 10.1 will provide the Customer with any access to Supplier’s code base, data centres, detailed network schematics or detailed records of security vulnerabilities unless such access is required by the Commissioner or by Applicable Law.
4. Customer shall bear the costs of any audit under section 10.1, unless such audit reveals that Supplier is responsible for a Personal Data Breach or has otherwise materially failed to comply with its obligations under this DPA, the Agreement, or the Data Protection Laws, in which case Supplier shall bear the cost.

11. General

1. Nothing in this DPA is intended to impose upon Supplier any obligations materially more burdensome that those required by Article 28 of the UK GDPR as it relates to Processors.
2. In the event of conflict between the terms set out in this DPA and the Agreement, the terms set out in this DPA shall prevail solely to the extent of such conflict.
3. No other terms or conditions of the Agreement shall be amended as a result of this DPA.
4. The parties will cooperate in good faith to amend the Agreement where required by any change in the Data Protection Laws applicable to either party.
5. This DPA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by the law governing the Agreement, without regard to any conflicts of law principles that would require a different result. Each party irrevocably submits to the jurisdiction of the same courts, arbitrators, or other dispute resolution bodies as set out in the Agreement, under the same terms set out in the Agreement.

SIGNED on behalf of the Customer

Name:

Title:

Company Name:

Company Number:

Official Address:

Signature

Date

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SIGNED on behalf of the Supplier

Name: David Sarlos

Title: CEO

Company Name: Vialog Ltd

Company Number: 08306815

Official Address: Level 37, 1 Canada Square, Canary Wharf, London, E14 5AA, United Kingdom (VAT: GB165395678)

Signature

Date

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Appendix 1 - Details of Processing Personal Data

This Appendix 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) UK GDPR.

Subject matter and duration of the Processing of Customer Personal Data

The subject matter is:

1. The provision of technology and infrastructure for embeddable video discussion tool (and associated support services
2. The duration of the Processing of the Customer Personal Data is for the Term, including any transitional period on entrance or exit to the Agreement.

The nature and purpose of the Processing of Customer Personal Data

The provision of Services by Supplier to the Customer, and including any or all of the following Processing activities:

• Collection
• Recording
• Organisation
• Structuring
• Storage
• Adaptation/alteration
• Retrieval
• Consultation
• Use
• Disclosure by transmission / dissemination or otherwise making available
• Alignment / combination
• Restriction
• Erasure / destruction
• Other:……………….

The types of Customer Personal Data to be Processed

1. Information collected that relates to end customers, to the extent that information constitutes Personal Data.

The categories of Data Subject to whom the Customer Personal Data relates

1. End consumers of the Customer that complete Conversions pursuant to applicable Customer marketing campaigns, and who are natural persons that can be identified directly or indirectly, in particular by reference to an identifier of that natural person; an IP address or cookie data may, depending on the circumstances, be an identifier.
2. Individuals who are prospective Partners.

The obligations and rights of Customer

The obligations and rights of Customer are set out in the Agreement and this DPA.

Subprocessors of Supplier

Customer authorises the following Subprocessors in accordance with clause 7.1 of this DPA:

1. Customer generally authorises the engagement as Subprocessors of any of the third parties listed as current Subprocessors from time to time at the Subprocessors (the “Subprocessor List”).
2. Supplier will provide notice to Customer of its intention to engage third parties as Subprocessors by identifying such third parties in the Subprocessor List, such notice to be given not less than ten (10) days prior to the engagement of such Subprocessors.

Instructions

Customer instructs Supplier to process Customer Personal Data as reasonably required for Supplier to provide the Services stated above to Customer including:

1. providing campaign support, helpdesk and/or invoicing and payment services;
2. fraud detection;
3. system maintenance; and, where such Customer Personal Data is used in aggregated and anonymised form, for
4. developing additional functionality.

Customer instructs Supplier to require partners to comply with applicable requirements of e-privacy law in respect of the storage of information in terminal equipment or access to information in terminal equipment where such storage or access is necessary for the Services.

Appendix 2 – Security Measures

Supplier has technological safeguards in place according to Article 32(1) of the UK GDPR and equivalent articles under current or equivalent Data Protection Laws to provide the following:

1. Information Security Policies and Standards

Supplier’s security measures shall include, at a minimum:

• Preventing unauthorized persons from gaining access to Personal Data processing systems (physical access control);
• Preventing Personal Data processing systems being used without authorisation (logical access control);
• Ensuring that persons entitled to use a Personal Data processing system gain access only to such Customer Personal Data as they are entitled to access in accordance with their access rights and that, in the course of Processing or use and after storage, Customer Personal Data cannot be read, copied, modified or deleted without authorisation (data access control);
• Ensuring that Customer Personal Data cannot be read, copied, modified or deleted without authorisation during electronic transmission, transport or storage, and that the target entities for any transfer of Customer Personal Data by means of data transmission facilities can be established and verified (data transfer control);
• Ensuring the establishment of an audit trail to document whether and by whom Customer Personal Data have been entered into, modified in, or removed from Customer Personal Data processing (entry control);
• Ensuring that Customer Personal Data are Processed solely in accordance with the Customer’s Instructions (control of instructions);
• Ensuring that Customer Personal Data are protected against accidental destruction or loss (availability control); and
• Ensuring that Customer Personal Data collected for different purposes can be processed separately (separation control).

These measures are kept up to date and revised whenever relevant changes are made to the information system that uses or houses Personal Data, or to how that system is organised.

Security policies and standards include

• Data breach investigation;
• System access control;
• User privilege control;
• Software development and change control;
• Data security;
• Business continuity planning;
• Electronic communication security;
• System administrative security;
• Access to computer facilities; and
• Anti-virus protection.

2. Physical Security

Supplier and its subsidiaries will maintain adequate security systems at all sites at which an information system that uses or houses Customer Personal Data is located. Supplier reasonably restricts access to such Personal Data appropriately.

3. Organizational Security

• When media are to be disposed of or reused, procedures have been implemented to prevent any subsequent retrieval or any use of Customer Personal Data stored on them before they are withdrawn from the inventory. When media are to leave the premises at which the files are located as a result of maintenance operations, procedures have been implemented to prevent undue retrieval of Personal Data stored on them.
• All Personal Data security incidents are managed in accordance with appropriate incident response procedures.

4. Network Security

Supplier maintains network security using commercially available equipment and industry standard techniques, including firewalls, access control lists and routing protocols.

5. Access Control

• Only authorised staff can grant, modify or revoke access to an information system that uses or houses Customer Personal Data.
• User administration procedures define user roles and their privileges, how access is granted, changed and terminated; addresses appropriate segregation of duties; and defines the logging/monitoring requirements and mechanisms.
• All employees of Supplier are assigned unique User-IDs.
• Access rights are implemented adhering to the “least privilege” approach.
• Supplier implements commercially reasonable physical and electronic security to create and protect passwords.

6. Virus and Malware Controls

Supplier installs and maintains anti-virus and malware protection software on its workplace devices.

7. Personnel

Supplier implements a security awareness program to train personnel about their security obligations. This program includes training about data classification obligations; physical security controls; security practices and security incident reporting. Supplier conduct background screening on all prospective employees.

8. Business Continuity

Supplier implements appropriate disaster recovery and business resumption plans.

9. Separation Control

Supplier limits access and regularly rotates security keys.

10. Data Centres

• Infrastructure - Supplier maintains physically secure data centres in the UK and EU where all production data is stored.
• Redundancy - Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy.
• Power - The data centre electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions.

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Subprocessors

Last updated: 1 May 2022‍

Notes and details on the table below

1. We distinguish the sub-processor company location, with the final location in which actual data is being held (that is, Vialog user data). That is, to build clarity into where our sub-processor operators from, and where the servers hosting the actual data are located.
2. Whenever “no data held” is being mentioned, the aforementioned sub-processor is usually being used to pass data along over the network, without actually holding it on its permanent storage. Access logs may still be stored for a short duration (ie. less than a month), as to allow our network engineer investigate any technical issue, whenever relevant. Those logs are not used for any other purpose.
3. A DPA contract has been signed between our company and each of the listed sub-processors.
4. We use Cloudflare (USA) for static website (homepage) but since this not include user data, we did not add it to the above table.