Please review the following terms and conditions as they govern your use of the Site and constitute a legally binding agreement between you, the entity or the organization that you represent, and Panopto, Inc. Please note that your use of the Site constitutes acceptance of these terms and conditions.

Panopto, Inc. (“Panopto”) provides digital creation, indexing and streaming services that are intended to allow licensed users to capture and publish the user’s digital content across user’s computing devices and to access the user’s digital content through the Internet.

This Evaluation License (the “Agreement”) sets forth the terms and conditions of your (“Licensee”) evaluation and use of the Panopto Hosted Solution (as hereinafter defined) as may be provided from Panopto from time to time during the Trial Use Period.

1. Definitions.

“Authorized Use” means use of the Hosted Solution for evaluation purposes in non-production for the capture, editing, streaming, and archiving of instructional content in video, audio and other formats, which products or services encode, index, and host content.

“Documentation” means all specifications, manuals, documents, drawings, and other tangible items pertaining to the Hosted Solution as from time to time made available to Licensee by Panopto.

“Hosted Solution” means the licensed products that are made available to Licensee by means of the Internet or other electronic means, which are installed and maintained by Panopto on Panopto controlled servers and that Panopto provides access to and support for the licensed products for Authorized Uses as further described herein. Access shall be accomplished through a password protected site. Panopto shall create and maintain, on its server, a management page for each Licensee, which page shall show then-current usage statistics for such Licensee.

“Licensee Content” means the video, audio and presentation materials produced and recorded by use of the Hosted Solution.

“Licensee Data” means all data and information in electronic form, submitted to Panopto by Licensee, or obtained, developed or produced by Panopto pursuant to this Agreement and which is stored during the term on Panopto’s servers for use with, or produced by Licensee through the Hosted Solution.

2. License and Term.

2.1 Free Trial. Panopto grants to Licensee a nonexclusive, limited, nontransferable license to use and access the Hosted Solution and the related Documentation on a trial basis (“Trial”) at no cost to Licensee solely for Licensee’s internal evaluation purposes in non-production for thirty (30) days (or such longer period as Panopto may determine in its sole and absolute discretion) after Licensee accepts the terms of this Agreement (the “Trial Use Period”); provided that Licensee shall be responsible for the payment of any taxes assessed based on this Agreement, except for any taxes based on the income of Panopto. All Internet access charges, equipment and/or third party services necessary to access the Hosted Solution are the responsibility of Licensee.

2.2 At the expiration of Licensee’s Trial Use Period, Licensee shall no longer be able to access and use the Hosted Solution or the Documentation and Licensee’s access to the Hosted Solution and the Documentation shall automatically expire. Licensee may only use the Hosted Solution and Documentation on a trial basis for one Trial Use Period. Upon expiration of Trial Use Period, any and all data recorded and stored by Licensee on Panopto hosted servers in connection with its use of the Hosted Solution, including without limitation any Licensee Content or Licensee Data, will be deleted in the ordinary course and will no longer available to Licensee through the Hosted Solution. Licensee shall be solely responsible for maintaining copies of Licensee Content, Licensee Data and any other data or content recorded, stored or used in connection with the Hosted Solution to the extent that Licensee deems necessary. Panopto shall have no obligation to make such Licensee Content, Licensee Data or any other data or content available to Licensee at any time following the termination or expiration of this Agreement.

2.3 To access the Hosted Solution an administrator of the Licensee is required to create an account on Panopto’s website at www.panopto.com (“Site”) and agrees to be bound by the Terms and Conditions of Service posted from time to time on the Site with respect to such account and memorialized in this Agreement. The administrator of the Licensee may allow multiple affiliated users to access the Hosted Solution via the same account, provided however, that all such users shall be bound by this Agreement and the Terms and Conditions of Service. To the extent that Licensee synchronizes, uploads, imports or authorizes the importation of any digital content and/or data from a third party for use with the Hosted Solution, Licensee represents and warrants that: (i) Licensee has the right to provide such materials to Panopto; (ii) Panopto’s copying and use of such materials in providing the Hosted Solution does not violate any third party rights or agreements; and (iii) importation of digital content and/or data is at Licensee’s authorization.

2.4 Panopto and its licensors shall retain ownership in the Hosted Solution and Documentation, all derivatives thereof (in whole or part), and any intellectual property or other rights embodied therein. Title and related rights in the content accessed through the Hosted Solution are the property of the applicable content owner and are protected by applicable law. The licenses granted under this Agreement gives Licensee no rights in or to such content other than as expressly set forth in this Agreement.

3. Restrictions.

3.1 No Third Party Use. Licensee agrees to use the Hosted Solution only for Licensee’s own data processing and computing needs. Licensee shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Hosted Solution without advanced written permission from Panopto.

3.2 No Reverse Engineer. Licensee may not (i) reverse engineer, disassemble, decompile, modify or translate the Hosted Solution or the underlying software, or otherwise attempt to derive the source code of the Hosted Solution or the underlying software, or (ii) prepare any derivative works based on the Hosted Solution or Documentation, (iii) or authorize any third party to do any of the foregoing (collectively, “Software Limitations”). The Hosted Solution and Documentation are licensed, not sold, to Licensee for use only under the terms of this Agreement and Panopto reserves all rights not expressly granted to Licensee.

3.3 Testing on Hosted Production Environment. Use of load or performance testing tools on the hosted production environment is prohibited. If Licensee requires testing of Panopto’s production environment at scale, approval from Panopto must be obtained in advance of testing. E.g. testing 5,000 concurrent live broadcast connections, while possible, needs to be coordinated with and requires Panopto’s prior written approval.

3.4 Regulatory Compliance. Hosted Solution, Documentation, and related technical data, are subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations (http://www.access.gpo.gov/bis/index.html), and may be subject to export or import regulations of other countries. Licensee hereby agrees that it will not export or re-export the Hosted Solution or Documentation in any form in violation of the applicable export or import laws of any jurisdiction. Licensee is responsible for complying with any local laws in its jurisdiction which might impact Licensee’s right to import, export or use the Hosted Solution or the Documentation, and Licensee represent that Licensee have complied with any regulations or registration procedures required by applicable laws.

3.5 If the Hosted Solution and/or Documentation are being or has been acquired with U.S. Federal Government funds, or Licensee is an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Hosted Solution or any related Documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies.

4. Representations, Warranties and Covenants of Licensor.

4.1 Licensee acknowledges and agrees that: (a) Panopto has no control over any digital content, including without limitation any Licensee Content or Licensee Data (“Submission”) sent through or used with the Hosted Solution or stored by Panopto; (b) Panopto is not responsible for, and does not review or comment on Submissions, and Panopto will not be liable for such content; (c) Licensee will not use the Hosted Solution to create, copy, store, share or distribute any images, sounds, messages or other material which are obscene (as determined in Panopto’s sole discretion), harassing, racist, malicious, fraudulent or libelous, or violate or infringe the rights of third parties; and (d) Licensee will not use the Hosted Solution for any activity that may be considered unethical, immoral, or give rise to any actual or potential civil or criminal liability. Panopto reserves the right in its sole discretion to (a) delete, move, or edit Submissions that it, in its sole discretion, deems to violate this Agreement, or (b) take any other action that it deems necessary relating to use or misuse of the Hosted Solution. Licensee hereby grant to Panopto a non-exclusive, royalty-free license to use, copy, modify, display and distribute Licensee’s Submissions for the sole purpose of operating the Hosted Solution and delivering the Hosted Solution to Licensee. Licensee represents and warrants that Licensee is the owner of or has a license with respect to the Submissions and has all necessary rights to grant the foregoing license to Panopto.

4.2 Licensee is solely liable for any transmissions sent to or from Licensee’s account in connection with the Hosted Solution. Accordingly, Licensee agree that: (a) Licensee is, and shall be, fully responsible for, and shall take all reasonable steps necessary in order to, limit the control and/or access to Licensee’s account, the Hosted Solution, Documentation and any related data or communications transmitted, stored or received by Licensee through the Hosted Solution, as well as any related computer systems with which Licensee uses to connect to the Hosted Solution (including, without limitation, the selection of passwords and the like); (b) any data, content, information, text or other communication, etc., which Licensee receives or transmits using the Hosted Solution, including without limitation any Submissions, may be accessed or intercepted, albeit without authorization from Licensee or Panopto, by another person or entity in transit or by reason of an unauthorized intrusion into any of the computer systems and software that are used as part or associated with the Hosted Solution; and (c) Panopto shall have no liability to Licensee or any third party for any unauthorized interception, access, receipt, or use of any messages or other communications or other data sent using the Hosted Solution (including any claims regarding intrusions of privacy or confidentiality with respect to any communications sent using the Hosted Solution). Licensee acknowledges and agrees that Panopto reserves the right to establish limits on the number of messages and size of messages transmitted through the Hosted Solution.

4.3 Licensee shall comply with all applicable laws in connection with its use of the Hosted Solution and Documentation.

5. Confidential Information. Licensee agrees that in the performance of this Agreement, the Licensee may have access to confidential, proprietary or trade secret information owned or provided by Panopto relating to the Hosted Solution, Documentation or other software computer programs object code, source code, marketing plans, educational instruction, business plans, customer lists, financial information, product specifications, business practices and other data of Panopto (“Confidential Information”). During the term of this Agreement and at all times after its termination (for whatever reason), Licensee and its employees shall maintain the confidentiality of all Confidential Information and not sell, license, publish, display, distribute, disclose or otherwise make available any Confidential Information to any third party nor use such information except as expressly authorized by this Agreement. Licensee shall not disclose any such Confidential Information or any other proprietary matter or thing to persons not an employee of Licensee with a need to know such information for purposes of the evaluation of the Hosted Solution without the prior written consent of Panopto. Licensee shall not have any obligations with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of Licensee; (ii) was previously known to Licensee or rightly received by Licensee from a third party; (iii) is independently developed by Licensee; or (iv) is required to be disclosed by law provided Licensee has promptly notified Panopto of such requirement and allowed Panopto a reasonable time to oppose such requirement.

6. Term and Termination. Licensee’s rights to use the Hosted Solution and Documentation are effective through the end of the Trial Use Period unless earlier terminated as provided herein. This Agreement will terminate immediately without notice to Licensee upon the earlier of the expiration of the Trial Use Period and Licensee’s breach or failure to comply with any term or condition of this Agreement. Further, Panopto reserves the right to terminate this Agreement without prior notice and without liability to Licensee upon request by government and/or law enforcement agencies. Upon termination, the licenses granted herein shall cease, Licensee shall cease using the Hosted Solution and Documentation, and Licensee shall promptly destroy the Documentation. After termination, Licensee agrees that Panopto may keep Licensee’s digital content, including without limitation any Licensee Content or Licensee Data, on its servers for reasonable time thereafter.

7. Law and Jurisdiction. This Agreement is governed and construed in accordance with the laws of the United States of America and the Commonwealth of Pennsylvania, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Allegheny County, Pennsylvania with respect to any claims, disputes or legal proceedings arising out of this Agreement and waive any objection to the propriety or convenience of venue in such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Hosted Solution or this Agreement must be filed within one (1) year after such claim or cause of action arose. Licensee agrees that the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to this Agreement.

8. Disclaimer of Warranties. THE HOSTED SOLUTION AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANOPTO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PANOPTO DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE HOSTED SOLUTION OR DOCUMENTATION WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE HOSTED SOLUTION OR DOCUMENTATION WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE HOSTED SOLUTION OR DOCUMENTATION WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PANOPTO HOSTED SOLUTION AND DOCUMENTATION REMAINS WITH LICENSEE.

9. Limitation of Liability. YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL PANOPTO, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS OR ITS THIRD-PARTY AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF AN AUTHORIZED REPRESENTATIVE OF PANOPTO HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE HOSTED SOLUTION, THE DOCUMENTATION OR ANY LINKS OR ITEMS ON THE HOSTED SOLUTION OR ANY PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, OR ANY FORCE MAJEURE. PANOPTO CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE HOSTED SOLUTION OR DOCUMENTATION. (APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.)

10. Indemnification. Licensee agrees to indemnify, defend and hold Panopto and its officers, directors, employees, contractors, agents, licensors, and suppliers harmless from and against all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from any claim or legal action arising from, related to or resulting from any (i) an violation or breach of this Agreement by Licensee; (ii) any Submissions, transmission or other content or data submitted to the Hosted Solution by Licensee; or (iii) Panopto’s authorized use of Submissions, transmissions or other content or data provided by Licensee or data obtained by Panopto as authorized by Licensee under this Agreement.

11. General.

11.1 Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee in whole or in part without the prior written approval of Panopto. Any assignment in derogation of the foregoing shall be null and void.

11.2 If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision.

11.3 Panopto shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster.

11.4 This Agreement sets forth the entire understanding and complete and exclusive statement of the agreement between Panopto and Licensee with respect to the evaluation of the Hosted Solution and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the same. This Agreement may not be modified or altered except by a written instrument duly executed by the party to be bound; expressly stating that it modifies this Agreement.

11.5 Licensee has no third party beneficiaries to this Agreement.

11.6 No waiver by either party of any breach of any provision of this Agreement shall be construed as a waiver of that provision or any other provision.

11.7 Notwithstanding any law, rule or regulation to the contrary, Licensee agrees that any claim or cause of action Licensee may have arising out of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11.8 The relationship of Panopto and Licensee established by this Agreement is that of independent contractors, and not principal/agent, employer/employee, partners, or joint ventures.

11.9 All notices related to this Agreement shall be in writing. Notices will be effective if dispatched by facsimile; by hand; reliable overnight delivery service or first-class, pre-paid mail.

11.10 The parties’ rights and obligations under this section and sections entitled, “Limited Warranty and Representations,” “Disclaimer of Warranties,” “Indemnification,” “Limitation of Liability,” “Confidentiality,” and “General,” shall survive the expiration or earlier termination of this Agreement.

12. Uninstalling Panopto client software. To uninstall Panopto for Windows or the Panopto Remote Recorder in Windows 10, click the Start menu button and select Settings. Next, choose System, then Apps & features. Select Panopto from the menu and choose Uninstall. In Windows 7 and Windows 8, click the Start menu button and select Control Panel. Next, choose Uninstall a Program. Select Panopto from the list and click Uninstall.

In Mac OS/OSX, open a Finder window and choose Applications. Locate Panopto and drag it to the Trash Can.