VMS Subscription Service Agreement Terms & Conditions

Guardify, a division of Vidanyx, Inc.

Last Updated: Feb. 1, 2024

These Supplemental Terms for Guardify Express (“Supplemental Terms”) amend and form part of the Agreement, (as defined in the VMS CAC Edition Subscription Terms and Conditions (“T&C”), available at: https://www.vidanyx.com/terms-and-conditions/), between Client and VidaNyx that govern the Client’s use of Guardify Express. Capitalized terms not defined in these Supplemental Terms will have the meaning otherwise given to them in the Agreement.  These Supplemental Terms will only apply to Client’s use of Guardify Express, as defined below.  

1. Purpose

The Client is entering into these Supplemental Terms to gain access to and use Guardify Express.  “Guardify Express” is a version of our Solution that includes the ability to utilize features to create User Content that may be later downloaded without encryption (“Unencrypted Downloads”). 

2. Amendments

2.1 The last sentence of Section 2.3 (Rights in User Content) of the T&C will be deleted in its entirety.  Notwithstanding any statements made to the contrary in the Agreement, VidaNyx may have access to User Content containing Unencrypted Downloads as a result of VidaNyx’s hosting of Unencrypted Data via Guardify Express.  

2.2 Client acknowledges that Guardify Express is designed to automatically delete User Content thirty (30) days after the initial date of its upload (“Retention Period”).  If the Subscription Term ends and there is any balance of days in the Retention Period remaining for User Content still available via Guardify Express, then Client shall have such amount of days after the end of the Subscription Term to exercise the User Download Rights.  For clarity, for purposes of using Guardify Express, the time period for exercising User Download Rights specified in Section 2.4 (User Content Downloading and Removal) of the T&C shall be amended and replaced with the terms of this section.

2.3 Section 4.1 (Fees and Payments) of the T&C will not apply to use of Guardify Express.  The applicable fees and billing period for Guardify Express will be as specified on the VidaNyx website at the time of purchase.  Only valid payment methods acceptable to VidaNyx may be used to pay for Client’s subscription to Guardify Express.  Client represents and warrants that it is authorized to use its designated payment method.  Client authorizes VidaNyx to charge Client’s designated payment method for the total amount of fees (including any applicable taxes) during the applicable billing period.  All fees due for VidaNyx are non-cancelable and the sums paid are non-refundable. Client is responsible for any applicable sales or use or other governmental taxes, levies or fees due with respect to its purchase of a Guardify Express subscription.  Any late payments may be subject to a service charge equal to 1% per month of the amount due or the maximum amount allowed by law, whichever is less.

2.4 Section 5.1 (Term) and 5.2 (Termination for Convenience) of the T&C shall not apply.  Client’s subscription to VidaNyx will continue until cancelled by VidaNyx or Client.  Client may cancel its VidaNyx subscription at any time by giving written notice to VidaNyx three (3) business days prior to the date of Client’s monthly charge.  Client will continue to have access to Guardify Express through the end of the then-current billing (or free-trial) period. Client will not have the right to receive any prorated refunds if it cancels its subscription. 

3. Client Responsibility

Client will: (a) ensure, and will be solely responsible for ensuring, that the processing of Unencrypted Data via Guardify Express complies with all applicable laws and regulations and any other agreements to which it is bound; (b) be solely responsible for any Unencrypted Data it creates via Guardify Express and for any storage or distribution of Unencrypted Data that it downloads from Guardify Express; and (c) protect, and ensure that any authorized recipient protects, all Unencrypted Data that it downloads from the Guardify Express against any unauthorized access, use or disclosure

4. General

4.1 If you are accessing Guardify Express on behalf of another person or legal entity, you represent and warrant that you have the authority to bind that person or entity to the Agreement.

4.2 In the event of any conflict between these Supplemental Terms and the terms of the remainder of the Agreement, the terms of these Supplemental Terms shall prevail. Except as expressly amended by these Supplemental Terms, the Agreement remains in full force and effect. All disputes related to these Supplemental Terms will be resolved in accordance with the governing law and dispute resolution terms provided under the T&C.