Service and License Agreement

Last Updated: October 26, 2021

We will provide our service (“Service”), including our website at www.fathom.video, and related services and software (“Software”), to you subject to the terms of this Service and License Agreement (this “Agreement”).

The terms "you" and "your" refer to the organizational customer agreeing to this Agreement. The terms "Fathom," "we," "us," and "our" refer to Fathom Video Inc.. We may periodically make changes to this Agreement. It is your responsibility to review the most recent version of this Agreement on our website frequently and remain informed about any changes to it. This Agreement may not be otherwise amended except in a writing signed by you and Fathom.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “SIGN IN” (OR LANGUAGE TO SIMILAR EFFECT) OR ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE OR SOFTWARE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY FATHOM AND BY YOU TO BE BOUND BY THIS AGREEMENT. The individual accepting this Agreement on your behalf represents and warrants that they have the authority to bind you to this Agreement and you agree to be bound by this Agreement.

1. Account

Subject to the terms of this Agreement, you will be issued a team account (“Team Account”) on the Service. Only you are authorized to use your Team Account to use the Service and conduct other activities with us. You are responsible for all activities that occur through or under your Team Account. Please notify us immediately of any unauthorized use of your Team Account or any other breach of security.

If you provide us with any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your Team Account and your use (including your Authorized Users’ use) of the Service. We reserve the right to suspend or terminate any Team Account if we believe that you have breached any terms of this Agreement.

You may authorize individual users on the Service who are affiliated with your organization to use the Service under your Team Account (each, an “Authorized User”) and give them access to certain features that you subscribe to, such as the Team Version of the Service. To use the Service as your Authorized User, each Authorized User must (a) access the Service using an email address with a domain name associated with your organization; and (b) agree to our Terms of Service located at https://fathom.video/terms (“Terms of Service”). You are solely responsible for your Authorized Users. We reserve the right to suspend or terminate the access to and use of the Service by any Authorized User who breaches our Terms of Service.

2. Team Version

We may make additional features (“Team Version”) of the Service available to customers with a Team Account. You may subscribe to the Team Version by activating it in your Team Account on the Service. If you subscribe to the Team Version of the Service, your Authorized Users will be able to access and use the Team Version of the Service. During any suspension of your Team Account and after the termination of your Team Account, your Authorized Users will no longer have access to the Team Version of the Service under your Team Account (however, they may be able to continue using certain basic features of the Service that are generally available to users of the Service).

We reserve the right to modify and update the features and functionality of the Service, including the Team Version.

3. Fees

While we currently offer the Service for free, we reserve the right to offer some or all of the Service for a fee in the future and to determine pricing for the Service in our sole discretion. We will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our website periodically for current pricing information.

4. Term; Termination

This Agreement commences on the date of your acceptance and will continue until terminated. This Agreement is month-to-month and you can terminate your Team Account at any time by emailing us at [email protected]. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement.

All payment obligations incurred prior to termination and Sections 3, 4, 6, 8, 9, and 11 through 15 will survive any termination of this Agreement.

5. Access to the Service; Modifications to the Service

To use the Service, you must be logged into and allow a connection from the Service to your Google Calendar or Outlook Calendar.

You and your Authorized Users must have a subscription to Zoom’s video conferencing application to access and use the Service (including any paid portions in the Service). You are responsible for all fees charged by third parties (including Zoom) to access the Service. You are solely responsible for complying with any terms and conditions of such third parties applicable to your use of the third-party service.

We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

6. License to Software; Proprietary Rights

Subject to the terms of this Agreement, we grant to you a limited, non-exclusive, non-transferable license for each of your Authorized Users to (a) install and use one copy of the Software on a reasonable number of personal computers owned or controlled by that Authorized User and (b) install and use one copy of the Software on a reasonable number of mobile devices, in each case solely to use the Service.

Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software; (b) rent, lease, or sublicense the Software; or (c) circumvent or disable any security or technological features or measures in the Software.

Except for the rights granted to you under this Agreement, we retain all right, title, and interest in and to the Service and Software, including all related intellectual property rights. The Service and Software is protected by applicable intellectual property laws, including United States copyright law and international treaties.

7. Restrictions

You must comply with all applicable laws, including U.S. export control laws, when using the Service and Software. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information, audio, visual, and audiovisual works, or other content made available by us through the Service or Software; (b) use any automated tool (e.g., robots, spiders) to access or use the Service; (c) rent, lease, or sublicense your access to the Service to another entity or person; (d) use the Service or Software for any purpose except for your own internal business purposes; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Service or Software; (f) use the Service or Software in a manner that threatens the integrity, performance, or availability of the Service; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service or Software.

8. Customer Data; Confidentiality

You retain all your right, title, and interest to any data, information, or content that you provide to or via the Service or to us (“Customer Data”). You grant to us a non-exclusive, worldwide, and sublicensable license to use, process, transmit, store, and disclose Customer Data: (a) during the term of this Agreement, to provide the Service to you; and (b) in perpetuity, in an aggregated and de-identified form that neither identifies you as the source of the data nor includes your Confidential Information for our business purposes, including to improve and develop our products and services. We will not sell your Customer Data, or share it with any third party except to the extent necessary to provide the Service to you. We may contact the participants of a meeting the Service is invited to who are not existing users of the Service for solely to provide the Service, but never for marketing purposes.

We understand that when you use the Service to conduct business, you are trusting us with your information. Any Customer Data that is non-public and proprietary to your business, including your business and marketing plans, technology and technical information, product plans and designs, and business processes, and any recordings or other embodiments of that information created using the Service is your “Confidential Information”. We will use commercially reasonable efforts to prevent any unauthorized use or disclosure of your Confidential Information, including by implementing technical, administrative, and organizational security measures to ensure the security, integrity and confidentiality of your Confidential Information, and to notify you if we become aware of any unauthorized access or use of your Confidential Information.

9. Personal Data

We may collect information about your Authorized Users through the Service and Software. We will comply with applicable data protection laws when we collect and process any personal information about your Authorized Users through the Service and Software.

Where applicable, the Fathom California Data Processing Agreement and EU Data Processing Agreement shall be incorporated into and be an effective part of this Agreement.

10. Links and Third-Party Content

The Service and Software may contain links to third-party products, services, and websites (collectively, “Third-Party Content”). We exercise no control over any Third-Party Content and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through Third-Party Content. We will not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through any Third-Party Content.

11. Disclaimer of Warranties

YOUR USE OF THE SERVICE AND SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE OR SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE OR SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE AND SOFTWARE. UNDER NO CIRCUMSTANCES WILL FATHOM’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (a) $100; AND (b) THE TOTAL AMOUNT PAID BY YOU TO FATHOM FOR THE SERVICE OR SOFTWARE.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THESE SECTIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnity

You will indemnify and hold Fathom, and its affiliates, directors, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Service or Software, your violation of this Agreement, or your violation of any rights of a third party through use of the Service or Software.

We will indemnify and hold you harmless from any costs, damages, expenses, and liability caused by any third-party claim (“Claim”) alleging that your use of the Software infringes or misappropriates any patent, copyright, or trademark if: (a) you give us prompt written notice of the Claim; (b) you grant us full and complete control over the defense and settlement of the Claim; and (c) you provide assistance in connection with the defense and settlement of the Claim as we may reasonably request. You will have the right to participate in the defense of the Claim at your own expense and with the counsel of your own choosing, but we will have sole control over the defense and settlement of the Claim.

We will have no obligations under this Section 13 for any infringement or misappropriation to the extent it arises out of or is based on any of the following: (a) use of the Software for purposes not intended or outside the scope of license granted to you; (b) your failure to use the Software in accordance with instructions provided by us, if the infringement or misappropriation would not have occurred but for the failure; or (c) any modification of the Software not made or authorized by us in writing where such infringement or misappropriation would not have occurred absent the modification.

14. Updates to this Service and License Agreement

We may occasionally update this Agreement. When we do, we will notify you of such changes by sending an email to the email address associated with your Team Account at least 30 days in advance of such changes. You may also sign up to receive update notifications at additional email addresses by completing this form. Changes are effective upon the date specified in the notice, however, if you have a paid subscription when this Agreement is modified or updated, the modified or updated Agreement will only become effective upon the next renewal of your subscription. If you choose to renew your subscription (including by not cancelling before the subscription automatically renews), you agree to be bound by the modified or updated Agreement starting from the renewal date. This version of the Service and License Agreement supersedes all earlier versions.

15. Legal Notices

This Agreement is governed by the laws of the State of California, excluding conflicts of law principles. You consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

Contact Us

If you have any questions or concerns about this Agreement or the Service or Software, please send us a thorough description by email to [email protected].